Caeruleum
by HorseLoverTW
Summary: Buffy and the potentials show up and save Spike, Angel, and Illyria from the battle w W&H. But what happens next? This is Angel season 6 and Buffy season eight or nine. Everyone will be included. Even Oz returns. A little bit of BS, BA, WK, WO, FWo & SI
1. Chapter 1

**Caeruleum**

Episode 1: Full Circle

Fighting in the rain wasn't as fun as Spike had thought it might have been. In fact, fighting at ten thousand to one odds wasn't all it was cracked up to be either.

In a moment of what could be called indulgence under the circumstances, Spike used his left hand to wipe the water, blood, and..other things, off his face. As he did this, he continued to swish the battle-axe he wielded with his right hand in a practiced, circular arch, successfully dropping the three demons nearest him. It didn't matter though; another thirty were there to take up the "slack".

Spike's mind began to slacken as his body's natural reflexes took over. His demon side nearly howled with delight at being let loose to rampage and rip as much flesh as it could reach, and, unlike Angel's demon, his didn't care that it wasn't human. Duck, slash, jab, jump, spin, kick, punch, and repeat as bloody needed.

The last he had seen of the others, Angel had been making his way up the wall of the darkened alley in an attempt to slay the dragon. Fat chance he had at that. Spike knew it was only a matter of time before he witnessed Angel careening through the sky screaming for Spike to "quit playing around with the little demons and take care of the fire-breathing menace." Yea, like taking on a thousand demons single-handedly wasn't enough. Oh well, the poof hadn't begged for his help yet. Might as well make use of his time on the ground while he had it. Of course, there was always the possibility that Angel was already dust on the stormy breeze, as it were tonight.

But Spike didn't have the concentration at the moment to fathom what losing Angel would mean to him, so he avoided thinking about it.

He avoided thinking about Charlie as well. The idiot was mortally wounded and still insisted on fighting the good fight. Oh how the Angels would weep tonight! Spike might have been an idealist, but even he knew Gunn was gone, or as good as dead anyway.

Illyria was the only one he could think about without any censoring. She was in her element. Ripping heads off the "pathetic, brittle, excuses for demons," as she liked to call them. Last he saw of her, she'd been clearing a nice little path through them on her way to the giant, whom Spike had discovered upon second glance that it appeared to be a Cyclops of some sorts. At least, that's what he'd deduced in the millisecond he'd spent to check where Illyria was. He grinned at the red carpet treatment Illyria was getting. So what if it was a little gooey?

A sudden blow to his shoulder brought his attention painfully back to where it should have been. Out of the corner of his eye, he saw the hilt of a sword sticking out. He grinned. Now he had two weapons.

After the excruciating experience of ripping the sword out of his chest, Spike hurled himself even further into the thick of the battle.

The trick was to conserve your motions, only go for killing thrusts and to not get trapped. The last was the hardest, but what would any apocalypse be without a good challenge?

A sudden scream made Spike glance up. Sure enough, there flew Angel through the air. The dragon, having unseated Peaches, appeared to be trying to hurry up the after-battle party by cooking up some barbecue.

Spike resigned himself and knocking back his current assailants, flipped over the lot of them. Using the momentary confusion, he sprung onto a nearby fire escape and hurried up to the building rooftop. Seconds later, he was himself sailing through the air- on a direct collision course with the dragon's scaly black back.

"OOOF!" The dragon was just as sodding hard as it looked. Frantically reaching for anything he could use to keep himself from falling off, Spike began laughing maniacally. This was just like that time he'd been to Australia. The brumby he'd been attempting to show off on had decided that it wanted to pursue a career as a bronc right when he'd been in front of Dru. But that was neither here nor there as Spike found a razor blade of what might be called the dragon's mane to grip. It hurt like hell and made his bloodied hand even bloodier, but it did the trick. He was really riding a dragon!

His excitement was short-lived however as he realized that he still had the job of slaying the beast. And not to mention making it back to the ground without breaking his spine, a daunting task considering how far down the ground looked from where he was sitting.

Giving his standard who gives a- shrug, Spike raised the heavy demon sword high and brought it down over the scaly beast's heart girth. What he hoped was a little to the left.

Something struck true as the dragon gave a terrified shriek and began to plummet; it's wings and legs thrashing wildly about.

Spike steeled himself and about twenty feet from the alley's concrete floor, jumped ship.

The impact didn't really hurt at all. Of course, it helped that there were thousands of demons milling about, waiting for someone to tear to shreds, to break his fall. Fortunately, they were too busy admiring the fallen dragon to pay him much attention. Not one to be ignored, he resumed his earlier task of fighting off the hordes. Behind him, he could hear the moaning wails of the dragon.

This continued for a few minutes until all the mixed demons Spike had been picking off fled in fear.

Confused, but optimistically relieved, Spike panted, "THAT'S RIGHT! RECKON YOU WON'T BE MESSING WITH SPIKE AGAIN MATES!!" Turning around to share the good news with his remaining teammates, assuming some had survived besides the cold Goddess, Spike met the glowing amber eyes of one seriously brassed off dragon.

"Right, guess you're not dead." Spike began backpedaling. "Let's see what we can do abou- AHH!!" The dragon was obviously very pissed at nearly being slain, and it took great pleasure in biting him, right in the leg!

Spike felt its hundreds of razor sharp canines close around his right thigh; the bite went down all the way to his bone. Stars danced behind his eye sockets as he struggled to keep conscious.

He'd always knew he'd go down fighting, but the thing was, he'd never planned to go down. Being dead, or deader than usual anyway -after the amulet incident in Sunnyhell- had made him look at what he really wanted in his unlife. And as much as he wanted Buffy's love, he wanted something else more. He wanted to be a hero. He wanted to fight the good fight, as bloody pathetic as it sounded. Being with Angel, loath as he was to admit it, had given him back a sense of purpose. Being the Slayer's right hand man, or stalker, depending on the day of the week, he'd forgotten a part of himself. A part he hadn't known he'd ever been missing. And that part of him wanted to live right now.

His axe still firmly in hand, Spike let loose a blood-choked scream as he blindly swung in the dragon's direction. Nothing happened at first, but a few seconds later, the dragon released its grip on what was left of his leg and fell back. Without the creature supporting him, Spike too hit the ground. He snapped his head around to see what the beast was up to and there, breathing hard, saturated in blood, (most of which was his own) and demon guts, stood Gunn.

He was hacking away at the dragon using the sword Spike had lodged in its heart. Spike saw the beast raise its head in a final act of violence, and tried to get up to aid the lawyer, but it was too late, the dragon's last bite hit home and Charlie was severed across his abdomen. The knife wound the Senator's vamps had inflicted was now truly a gruesome sight.

The dragon shrunk away, too overcome by its own mortal wounds to inflict anymore. Charlie however stumbled over to Spike and fell next to the vampire.

Gunn gave a sluggish grin and nudged the sword over to Spike. In a deathly quiet voice he uttered, "I know you won't let that go in vain." He hacked up some blood and gasped for breath. "Give em' hell for me."

Spike didn't really know what to say, so instead, he nodded solemnly and awkwardly patted Gunn on his shoulder, the one that wasn't mutilated. Using his other bleeding hand, he gripped the sword's hilt. A tear dropped to the ground and mixed with the rainwater and demon guts.

Gunn died a second later.

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Illyria was disappointed. The demons the Wolf, Ram and Hart had sent were extremely brittle. They broke like splinters and annoyed her with their festering numbers. No matter though. She was a God. An Old One. The armies of hell would crumble beneath her wrath.

Never the less, their ignorance forced them to foolishly persist in a vain attempt to stop her. It might have even amused her. But there could be no amusement this night. Wesley had died.

Her guide in this disgusting, unfamiliar new world, was gone. Dead. She begrudgingly acknowledged that his passing brought discomfort to her. The Winifred Burkle memories that existed somewhere in her subconscious told her that it was sorrow she was experiencing. For his passing. A mortal's passing.

Something was most assuredly wrong. Illyria did not feel sorrow. She did not regret. The enigma of human emotions and their range to overwrought her senses so completely was threatening to madden her. Being in this tiny shell, encompassed in this tiny world, co-existing alongside mere mortals with nothing but tiny, insignificant thoughts was going to be her undoing.

And worst of all, she was beginning to not care that she did feel.

But in the meanwhile, snapping the spinal chords of these half-breed, dim-witted demons was most enjoyable. The violence was far less complicated than the other things.

A strong gust of wind overhead made Illyria's icy blue eyes glance up. The dragon was terrorizing her half-breed companion. She would endeavor to assist him, providing she disposed of the large one-eyed demon blocking her path to where the reptilian flying lizard had crashed. Just beyond the enormous fifteen-foot hulk of the creature Illyria could glimpse the white haired one writhing in agony before the dragon. She would quicken her assault.

The Cyclops growled as Illyria confidently stomped up to it. Balling her fist, she punched it hard on the patella. The reaction was immediate. The giant kicked her, hard.

Illyria flew back into the wall of one of the alley's adjourning buildings. Not winded, but slightly infuriated, the former God gathered herself and charged the creature, jumping at the last moment and clocking it soundly in the face with a resounding right hook.

Now it was the Cyclops's turn to reel. It gave a whimper and held its broken nose. This only made Illyria go in faster. She ducked under its trunk like legs and roundhouse kicked the back of the giant's knees, one after the other until the creature finally gave and fell to a kneel. Once in this position, Illyria began pummeling anything she could get her leather-clad fists on.

Sensing its end was near, the Cyclops gave a horrendous screech that called what seemed the entire demon army to its aid. Unable to deal with the sheer over-whelming numbers, Illyria was successfully pinned.

The idea of fleeing the scene and getting herself into a better position never occurred to her. She knew herself to be infallible.

It was this that had her being beaten senseless the second time in as many days, and although these creatures were no where near as powerful as Hamilton, they made up for power in sheer numbers.

Just when she thought her fragile shell would finally crack under the blows, the lesser demons shied away. She looked up out of swollen eyes to see that the Cyclops was once again on its feet and seeking retribution.

Illyria slowly got to her feet and wiped the blood from the corner of her blue-stained lips. To never die…

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And bugger all if Spike was going to let Gunn's noble sacrifice go in vain. Screw that. The Senior Partners just made their biggest mistake yet.

With a rush of vengeance fueled adrenaline, Spike jumped up onto his relatively uninjured left leg and charged back into the fray. His right leg was still on, but it was a mutilated mess, practically unusable.

For two glorious minutes, Spike fought as he had never fought. The demons even gave him a little breathing room he was so ferocious. But the inevitable was well, inevitable. Spike was failing. His vampire body could only take so much. And he hadn't had blood since before he'd gone to that poetry slam. Course, he'd had lots of alcohol. That didn't seem to be very effective at the moment however.

In fact, maybe he was still a little drunk, or maybe delirious from exhaustion. Yea, that had to be it, because, even as the demon hordes surrounded him and he prepared to finally meet his fate, arrows began sailing through the air, miraculously hitting all the demons surrounding him.

The blackness enclosing around his mind in a welcoming fog, the last image he saw was that of dark brown hair and a self-righteous smirk.

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Faith had to give it to the vamp, he had guts. Course they were everywhere, but points for trying.

After directing her little battalion of eager beaver battle-tested slayers to shoot down all the uglies around Spike, Faith picked up the unconscious vampire and dragged him to the nearest wall where she propped him up. Damn, he looked beat. Still, better than being dead. Which is what she assumed he had been all of five minutes ago.

When her hundred or so slayers had fought through the demon's line up to the carcass of the dragon, she'd been surprised to see Spike's familiar bleached head, fighting for what appeared to be his last couple of punches. Well, surprised wasn't really the right word. Shocked so bad she'd nearly peed in her pants was more like it.

Standing up, she surveyed the scene. Her slayers were doing good. Besides numbers and…fuck, was that a Cyclops? Yea… Well, besides that, the great W&H army didn't seem too tough. Even ol' Wood was pickin them off with no prob.

Further on down the alley, Faith could see Buffy and her group of slayers taking care of business just as effectively. Looks like Sir Broodsalot and his trusted Knight, Sir Bleachedbrain had done a good share of the work. She wondered where the rest of the Fang Gang were?

The blue chic givin as good as she got on the one-eyed mega freak looked vaguely familiar, but she couldn't remember at the sec. Wesley was no where to be seen, and Gunn was…no…that couldn't be him not twenty feet from her.

Curiosity getting the better of her, she battled her way through the demons over to where the slain dragon lay.

"GUNN!!" She fell to her knees and checked for a pulse she knew wouldn't be there. It looked like he'd died from the massive gash in his stomach, but with all the injuries he was covered in, it was hard to tell. Faith dropped his lifeless wrist and turned around to find something to kill.

Wouldn't be difficult, it was a busy night.

A few minutes later, Vi dropped in and put her back to Faith so the two could talk as they fought.

"Buffy wanted to know how your group was fairing? Ours is just about done. Willow's on damage control."

"We're cool Vi. Just about finished here. The only serious nasty left is that big one wailing on the blue-uh, whatever she is." Faith twisted a demons neck and not breaking stride, moved to the next. "Tell Buffy to get her group over here so we can take care of Mr. Summers."

"Buffy's married?!" Vi screeched as she wielded her sword.

"Wha-Oh! No, I was uh," Faith ducked under the swing of a Shirago demon, "referring to that x-men dude. You know, the one they called Cyclops?"

Vi didn't say anything for a second. Faith worried she might have bitten it, so she turned around. Vi was still fighting away, but she was laughing!

"What the hell is so funny?"

"You're starting to sound like Andrew!" Before Faith could retaliate, the English slayer wisely retreated and said, "You all going to be alright? I'm going to go back and report to Buffy."

"Five by Five. But breathe one word of this conversation and you'll regret it."

"Yea right!" Vi gleefully threw over her shoulder as she dashed off down the alley to where the blonde slayer's crew was fighting.

Faith shook her head. Oh, Vi was going down for sure. No way she ratted on Faith and got away with it.

A shout from Rona brought Faith running. "What's wrong!?" Faith asked, frantically looking around for the cause of the girl's yell.

Her eyes settled on Wood, who was ok. She gave a sigh of relief and tried to focus on what Rona was saying. As far as she could tell, something about 'gone'.

Seeing that Faith couldn't hear her over the din of the battle, Rona pointed to the wall. Faith understood then, Spike was gone.

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When Spike came to, he saw a truly wonderful sight. Hundreds of young women, slayers, his hazy mind corrected him, were fighting back the demon army. They appeared to be winning!

Struggling to a standing position, using the wall for support, Spike's eyes sought out the Old One. She was being pummeled be the Cyclops. About done too.

Making up his mind, Spike grabbed the sword his unconscious fingers had clung to, and limped off toward Blue. Couldn't just let the lil Shiva bite the bullet now. Not after losing Charlie and Wes.

His limp was severe, but he found the pain had lessened since everything had become numb. He even picked off a few stray demons enroute to Illyria, although, killing them hadn't been near as effortless as he would have liked.

Almost to them, a hand clasped around his shoulder, yanking him back. He would have gutted the creature, but as his bleary vision focused, he found himself looking into familiar Doe eyes he'd never thought he'd see again.

"Thanks for the rescue luv, but I need to save the blue bint, she's part of the team and not fairing so well at the moment. Care to help? Maybe call over a few of your little charges and see if they could lend a sword as well?"

Faith nodded. She put her fingers to her mouth and gave a shrill whistle. A few dozen pimply-faced slayers came running over like loyal pups.

"Take down the Cyclops!" They stood there for a second, as if trying to process her words. Faith glared. "NOW!" That got their attention. They scattered and sprinted toward the hulking figure as if the flames of hell licked at their heels.

Spike spared a moment to arch an eyebrow at her. "Nice to see you haven't let the power get to you."

Faith grinned. "Wait till you see corrupted Buffy."

Spike gulped. That wasn't exactly the most comforting thing she could have said at the moment. Ignoring the thoughts of Buffy that immediately began running rampant through his mind, he headed towards his destination once again, new resolve making his movements come smoother as he saw the destruction the giant had inflicted.

Illyria was a barely conscious bloody pulp. Even her nifty little leather suit was ripped, and blood was leaking out of where glimpses of pale white skin could be seen.

The Slayers were doing a right good number on the Cyclops though. Their tag team effect seemed to be working. Spike and Faith sealed the deal on the giant when they managed to each take out a leg and bring the mammoth down. Once down, Faith used her battle sword to stab it in the eye. Spike breathed a sigh. That, was that.

He hobbled over to Illyria and crumbled down beside her. She made no movement, but Spike could see through her swollen eyelids that she was aware of his presence.

"You alright Blue?" Spike said. He would have tried to comfort her, but she was a little touchy about being touched. Go figure.

Her head slowly turned to him. Her blood caked blue lips cracked open and she whispered, "I require no assistance. Leave me be." Even beaten, she remained as snobby as ever.

Spike did what he always did though, he ignored her. "Sorry Blue, not getting off that easy." He struggled up to his feet and with a grunt, hefted her up into his arms. She drew a quick breath, either in surprise or to argue, he couldn't tell and then lay still against his chest. He could tell the pain she was feeling was immense. She probably had a few broken ribs in conjunction with a concussion or two. Not to mention, there was no way she's let him touch her, much less carry her unless she was near dying.

Spike slowly limped off the scene, leaving the Slayers and Faith to finish off the last couple hundred demons. Hovering up above the alley, he could see Red casting her mojo on any demons crazy enough to come into her vision. The apocalypse was as good as over. Mission bloody accomplished.

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It felt as though he were running a marathon. He couldn't remember a time he'd been more tired or sore, but still, he kept limping onward, carrying the prone figure of Illyria. His destination was the Hyperion. It wasn't even that far away, considering most of the battle had been to the alley just a bit north of the old hotel, but the process of safely weaving in and out of demons and the slayers fighting them had been tedious. But, Angel had told them before the big mission assignments that that was where survivors would meet, assuming it was still there.

Finally walking through the doors of the dilapidated hotel, Spike found a couch and without much ceremony, he deposited Blue. She remained motionless. He looked at her worriedly for a few seconds before glancing around the rest of the old lobby.

To his shock, there was Angel, sitting collapsed on an old red armchair. He appeared to be almost as out of it as Illyria.

Spike limped over to his grandsire and dropped heavily into the chair opposite Angel's. He let loose a ragged sigh of relief. It felt sooo good to sit.

For a second though, he felt a twinge of remorse at leaving the young slayers, not to mention Faith, Willow and of course Buffy, to deal with the last of the battle, but as he was right now, he would only get in their way.

Angel's head slowly came up when he noticed Spike's presence. He was covered in cuts and had several gashes on his chest and legs. His nastiest injury however, appeared to be his right arm. It had a deep cut that went almost the whole way through halfway up his forearm. It reminded Spike that his right leg wasn't much better off. He gave a grimace as he couldn't help but look down at it. Yep, buggered good.

"Gunn dead?" Angel's voice was as tired as they both felt.

"Yea. But he died doing what neither of us could. He up and slayed the dragon. The crazy git."

Angel gave a choked sob and swallowed back the tears. He'd be more damned than he already was if he was going to cry in front of Spike. "Everyone's dead. Because of me. I never should have let them join me in this. It was suicide." He couldn't help it now, a tear slipped down his cheek. He turned his head away from his grandchilde and continued in an unsteady voice, "Cordelia, Fred, Wesley, Gunn, and who knows how many of those young slayers out there tonight."

"You're right." Spike said simply. Angel's brooding tirade came to a grinding halt as his head shot up and he glared.

Spike continued though. "In a way, you did kill all those people, but you also gave them hope. You gave them something to believe in. And I think that's more valuable than wasting a hundred lives away doing something you don't. If they all were suddenly back from the grave this instant, I guarantee you that not one of them would have regretted their sacrifices. They were Warriors all."

Angel looked at Spike and thought it over. Finally, he gave a sigh and breathed, "Yea."

"Broodings not going to help."

"Shut up Spike."

"There's my favorite little blood-sucking fiend." Spike paused. A thought just occurred to him. "Or not. After the big battle, wasn't one of us supposed to Shunshu up or some rubbish?"

"I signed it away to gain the Black Thorn's trust. If you didn't become human, then perhaps the prophecy was fake to begin with, or maybe it was only meant for me."

"Not being arrogant there, are we?"

"Look Spike, I'm just telling you what could have happened. It's been a long night, a long week, a long year. So just lay off, will you?" Angel let his head drop back against the chair.

Spike swallowed his remarks and lay back as well. Finally, after several minutes of complete silence, Spike blurted, "You really gave up the Shanshu, just like that?"

"Yea."

"What happened to you back there anyway?"

With a sigh, Angel muttered, "I killed some demons, got thrown from a dragon, busted some internal organs, killed some more demons, got my arm almost bitten off and got rescued by Buffy and about two hundred other Slayers. What about you?"

"The same. More of less. How the hell did she know to come?"

A voice from the entranceway cheerfully said, "She probably got a tip off about a possible end-of-the-world, and seeing as how that's her favorite kind of party, she probably decided to bring some friends and bail you boys out just like she normally does."

At the sound of Buffy's voice, both vampires immediately sat up. They would have sprung to their feet, but both were too exhausted.

There in the doorway of the Hyperion stood Buffy Summers in all her Slayer gloryness. She sported a few fashionable nicks and bruises, but nothing near as serious as Angel's arm or Spike's leg. Spike thought he'd never seen anything more beautiful.

But of course, he was panicked inside even as a wide grin erupted painfully across his swollen face.

Buffy was here! He was here! He and Buffy were here!

Ok, so maybe panic was an understatement. But ever since coming back from the amulet, Spike had dreamed of this moment. Every time he slept, and even sometimes when he didn't, he fanaticized about how their reunion would go. He'd of course sweep her off her feet and kiss her soundly right in front of Angel, and she'd look deeply into his eyes with love and cry about how much she'd missed him. And she'd tell him how she just couldn't move on and that he was the one. The one she wanted. The one that she loved.

But, this wasn't a dream. This was the cold, harsh world of reality. A world where kittens were gambled in demon poker.

Finally breaking the silence, Angel softly greeted, "Hey."

Buffy walked toward them and sat down on the worn out magenta couch parallel to the chairs. She looked at Angel and gave a small smile. "Hey yourself." Her features darkened as she went on. "I'm not too thrilled about you throwing this apocalypse and not calling me. I had to hear it from Giles who got a vague account of what was coming from a phone call from Wesley of all people." Both vampires flinched at the utterance of their lost comrade. Angel interrupted.

"Wesley's dead."

Buffy looked surprised at this. "I didn't know. I'm sorry Angel. I know he's changed a lot." Buffy looked sympathetically at the Broodster for a second before turning to Spike. A flame Spike knew all too well suddenly materialized in her hazel eyes. He was in for it now.

"How dare you not tell me you were back!" The passion in her face spoke volumes of the anger and hurt she was feeling. "Did it ever occur to you that I might want to know?" Her steely edge softened a little. "That I might care?"

Spike could barely look her in the eye as he mumbled, "I was a little tied up." When she didn't say anything, he rolled his eyes and gave a growl of frustration as he continued, "I came back incorporeal, and when I finally did have my body back, I almost got on a boat to see you, but I… just couldn't." He leaned back against the big chair once more. "I wanted you to have a life. And I wanted your last memory of me to be from that day."

She got up from the couch and perched herself on the arm of his chair. His exhausted senses came back to life as he inhaled her special scent and lost himself in the green of her eyes.

Then she slapped him.

"THAT WASN'T BLOODY CALLED FOR!" He yelled as he put his hand to his throbbing cheek.

"Yea. Well neither was being a dummy." Then she did a complete 180 and gave him a hug. It scared him so bad that he nearly fell off the chair. Buffy and he had never hugged before. It was a strange sensation. But by the time she pulled away, he decided that he liked it.

Buffy held him at arm's length and with a watery smile whispered, "I'm glad you're ok though. Just promise me you'll never do something so stupid again."

Angel decided now was a good time to break up their quiet moment. "You shouldn't ask the impossible Buffy."

"Don't worry Angel, I haven't forgotten about you." She put her hand to Spike's cheek for a second and then went over to Angel's chair. Spike sighed. Angel was such a jealous ponce.

Buffy gave Angel a hug as well and then pulled away and asked, "So, you gonna fill me in on what's been happening?"

"We joined-

"Er-herm." Angel cast Spike an annoyed look.

"I joined Wolfram&Hart. I knew we had to be on the inside to have any kind of chance to take them out. Finally, we were presented with access to their constituents on Earth, the Circle of the Black Thorn. What's I guess by now yesterday, we assassinated them. Wesley died on his mission. I guess he called Giles right before he left on it. He probably wanted a second front to have some idea of what was going on when the inevitable happened."

Buffy's eyes narrowed at that. "Inevitable?! Wait, don't tell me. You all die in some heroic senseless fashion." By now, Buffy was close to screaming. "Why the hell didn't you tell me about this earlier? We could have gotten here yesterday and none of your people would have had to die!"

"It wasn't your fight to fight."

Buffy rolled her eyes and crossed her arms over her chest. But she didn't want to argue with him anymore so she asked, "So is all the Black Thorn dead? Did Wesley get a chance to kill his guy before he went?"

Angel and Spike shared a look. Oh shit! They'd never asked Illyria if Wesley's target had been eliminated. Spike replied, "Blue over there told us Wes died." He gestured to the still form of the Old One. "I'll ask her first thing when she comes to."

Buffy seemed to notice the demon for the first time. "What is she?"

Angel beat Spike to this one. "She was the God-King of the old demons locked away in the Deeper Well. Her followers somehow got her out and she showed up in our lab where my scientist, Fred-

Spike interrupted, "A damn fine woman and the sweetest girl I've ever had the pleasure to meet-

"Was infected by Illyria and died," Angel finished forlornly. Buffy gave him another hug and glanced at Spike.

"It sounds like she was a very special person. I think Willow's mentioned her." Buffy stood up from Angel's chair. "Why is this demon still here then?"

Spike looked up at her. "Because she's on the team." Buffy looked perplexed.

"Why is that? Wouldn't she be more interested in regaining control of the world or something?"

"She tried that as soon as she got back pet." Spike looked over at Blue and a sad smile came. "She found her army reduced to dust thousands of years ago. She's all alone now, in a world she doesn't understand, trapped in a body she hates and doomed to spend all of eternity in."

Angel continued in a quiet voice, "Wesley had loved Fred, her passing hit him the hardest I think, but for some reason, he and Illyria somewhat bonded. I think it was the fact that Wes wasn't ready to let the last part of Fred- her body, and even some of her memories- go. So he served as Illyria's guide in understanding this world. She doesn't know what human emotions are, but I think she's learning. I think she might even be grieving for him."

Spike nodded in agreement. Buffy seemed appeased by this answer and sat back down on the couch.

"So, after Willow, Faith and the Slayers finish up, which I think should be any minute now, what's the game plan? I mean," She looked at Spike, a smirk playing on her lips as she sing-songed, "Where do we go from here?" Spike laughed. Angel felt out of the loop.

"What's so funny?"

"Oh nothing. Just reminiscin' about somethin." Spike chuckled.

Buffy added, "You would have hated it. But seriously, what's next? Is this Wolfram&Hat thing out of business?"

"Wolfram and Hart Buffy." Angel corrected. Giving a sigh, he proceeded, "They're still out there. Existing in some higher plane somewhere, but this was their army. With it gone, I think we're in the clear, at least for a while."

"Ok, good. So W&H is done. What are you two going to do now?"

Spike remained silent. He knew what he wanted to do, but it'd probably be best if Angel told Buffy. Angel seemed to be thinking along the same lines as he said, "I think we're going to-

"DAD!" A young man, Conner, if Spike's memory served, stood breathless in the doorway. There was a frantic look in his eyes and a thick battle sword stained red in his hand.

He spotted Angel and ran over, relief rolling off of him in waves. Angel stood to greet him and they embraced, albeit awkwardly.

"I knew you had some kind of big death planned tonight, what with you visiting me and all." Conner mumbled into Angel's torn Armani jacket as the two continued to hug.

Finally pulling away, Angel tried to explain. "I didn't want you to get hurt Conner. I lov-

"Aren't you going to tell him how this wasn't his fight?" Buffy interrupted. Her feelings were carefully masked behind her sarcasm. Spike knew she had been thrown for a loop.

Angel, at the moment, wasn't as good at hiding his panic. He nervously introduced, "Oh, uh…sorry. Conner, this is Buffy Summers, the Slayer. Or, to be more correct I guess she's now just one of the slayers, but she's the main one. Buffy, this is Conner, he's my son."

Buffy didn't say anything for almost an entire minute. When she finally spoke, it was in a slow, careful voice. "Your son?" Angel nodded. Conner looked at his father and then at Buffy.

"You two used to be involved right?" They both shot him a glare. He raised his hands in defense while Spike just leaned back in his armchair to enjoy the show. Conner continued, a nervous smile on his face, "Ok, dumb question. Sorry. But hey, Miss Summers, or uh, can I call you Buffy?" Buffy gave a single nod. "Right, Buffy. Well, the thing is, I was born into this world in very extreme circumstances and kinda grew up fast. So Dad, uh, Angel here, wasn't hiding anything from you."

Angel almost beamed at his son. Spike just about choked on his mirth and Buffy looked as though she were about to go catatonic. Just when they were all getting a little worried about her unblinkingness, she turned to Angel and in disbelief said, "Is this like a Dawn thing or something? Because vampires cannot have children. It's impossible."

"Who's D-

"Be quiet Conner. Look Buffy, this isn't easy for me to say, so I'm just going to say it. Darla somehow came back, as a human. Drusilla re-vamped her and long story short, we shared a night. I'm not sure how it was possible, but Darla gave birth to Conner nine months later and gave him to us. She then staked herself."

Buffy finally blinked. "Huh?"

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Willow floated through the air about thirty feet above the alley floor. Most of the Slayers were already attending to their wounded. Those that weren't too bad off were on their way to the airport with Vi. Giles had decided that it would be more cost effective to try and take care of them at the Council headquarters instead of the LA General. Of course, the most severe cases couldn't be avoided, and Willow predicted that probably about twenty of their girls were going to be in the Los Angeles hospital.

At the moment, Willow was making sure none of the demons had gotten away. That, and she just liked to fly. The sensation of her medium-length red hair billowing behind her, magical energy crackling all around the air molecules she was manipulating, and the wind on her face, it was great fun.

She was also pleased with how the battle had transgressed. They hadn't lost too many, only forty-seven at her last count. Out of the near four hundred that they had brought, this wasn't too bad. And, none of Willow's favorite Slayers had bought it. She knew it was selfish to think like that, but it was the truth. If Kennedy, or Buffy, or even Faith had died, she would have gone ballistic. Ok, well maybe not with Faith so much.

Satisfied that the battle was officially over, Willow floated gracefully down to the concrete. Kennedy was there to greet her and they shared a hug and welcoming kiss. Kennedy was…such a comfort to Willow. Ever since Tara's death, she'd thought she'd never again be able to love. Being with Kennedy assured Willow that life would go on and hope was never out of reach.

"Where should we go right now Will?"

"Well, Buffy probably wants to stay with Angel for a little while, so I'm going to hang here. I think Vi already took the not so badly injured to the airport already. Rona, Lee and the older girls are organizing the injured to LA General."

"Where is Buffy?"

"She's at the Hotel just up the street. That's Angel's by the way. Have you seen where Faith went off to?"

"I think I saw her and Wood celebrating." Kennedy raised a suggestive eyebrow and a saucy smirk came to her pouting lips.

"Sorry baby, I think we should get situated at the hotel before all that. You know Faith always likes to jump the gun." Kennedy's face dropped, but she nodded.

They made their way southward. It was difficult walking over all the dead demons, and their guts were ruining her shoes. She could have flown her and Kennedy to the Hotel, but she knew better. Gone were the days when she used magic freely. The new, all-powerful Wiccan Goddess she had become used magic as a special gift and only when she absolutely had to.

This didn't mean that she didn't still love wielding it, or that she didn't still get an electrifying charge every time the power zinged through her body. Far from that. But she did exercise responsibility. Vast shiploads of responsibility.

They came upon an engrossed Faith and Wood. The two were making out like Christmas had come early. Not that that thought made Willow all horny. Maybe if it was Chanukah, she always liked a good menorah.

Faith saw the two approach and broke off from Wood. "Hey Will. How's it crackin?" Wood turned around as well and brandished a wide grin.

Willow gave a sheepish smile. "Hi guys! Good party huh?" She felt only slightly awkward at their pda. Kennedy just beamed at the two. Willow always suspected that Kennedy had a thing for Faith, but it was probably more of a role model thing.

"Yea. Told you we should have brought the dip." Wood and her disentangled themselves and joined Willow and Kennedy.

Kennedy giggled, "Uh-huh. And what flavor dip would have gone with demon guts?"

Wood leaned toward Kennedy conspiratorially and loudly whispered, "Don't give her ideas. Next thing you know, she'll be serving me Shirago with French Onion. Last week, I think she gave me frozen Criad demon brains for dinner."

Faith whacked him playfully in the back of the head. "You bum! You should be grateful I made you something at all. And it was hamburger helper."

They all laughed. The euphoria of an averted apocalypse was contagious.

Walking through the door of the Hyperion, the four were met by an intense conversation.

Willow distinctly heard Angel say to Buffy, "Conner is my son." That couldn't be right? Willow turned to Faith. Faith gave an off-hand shrug and plopped down on the couch behind the disbelieving blonde Slayer. Buffy shook her head and turned to sit down beside Faith. Wood sat down gingerly on the opposite side of Faith.

Kennedy picked up a smaller sofa a little way away and sat it down near the others. Her and Willow took up residence on it and looked up at the only ones still standing, Angel, and what appeared to be his son. Weird.

Finally, Angel gestured for Conner to take his seat and began, "Thanks for coming. We were just…catching up."

"A painful process, I'm sure." Faith interrupted. Angel spared her a brief look and went on.

"Wolfram&Hart are finished." He paused. Willow thought he might have been expecting some kind of applause or excitement at this, but his statement was met only by silence. Not even Spike said anything. Holy Goddess! Spike! Wasn't he supposed to be dead? Er…deader?

She did a double take. Yep. No one could impersonate Spike that well. She'd have to ask him about his resurrection later. Angel speechifying now.

"…and all of you are more than welcome to stay here for as long as you want at the Hotel. The rooms are in serious need of renovating, but we've got plenty of them."

Willow saw that Spike was about to add something, but a figure beyond Angel caught his attention and he closed his mouth and slowly rose to his feet.

Willow's eyes followed his line of vision and she gasped- a beautiful woman, who looked somewhat like Fred, was standing there, swaying on her feet. Her long blue and dark brown hair along with the ripped leather suit and electrifying blue eyes gave her an exotic look.

The strange woman regarded them all indifferently for a moment before Spike rushed up to her side.

"You ought ta sit down Blue. You're still a bit wobbly."

Willow noticed that although his demeanor expressed the deepest concern, he reframed from supporting her. Buffy seemed to notice their interaction as well as she said, "Illyria is it?" Angel nodded his head. "Maybe you should go up to a room and lie down, you're not looking so good."

Illyria looked past Spike and her cold eyes settled on Buffy. "You will not tell me what to do. I shall go to, lie down, because I wish to." Buffy looked affronted at the woman's coolness, but Angel shook his head so she dropped it.

Illyria turned back to Spike and commanded, "You will accompany me Spike. This shell requires assistance."

Spike raised an eyebrow but said nothing as she didn't even wait for him to argue. She made her way slowly to the stairs, and Willow saw that she was trying her best to hide a limp. It was obvious she was in a lot of pain. Spike seemed to realize this too as he gave a mock salute to everyone before following her. She allowed him to put his arm around her waist to half-support, half-carry her up the flight of stairs. Spike called back over his shoulder when they were almost out of view, "I'll be down in a second. See if you can locate that first-aid kit in the meantime Peaches."

Everyone in the room turned to Angel, expecting him to growl at Spike's insolence, but to their surprise, the older vampire just frowned slightly and shouted, "Alright," as he walked off in the direction of what might have been the front desk.

When all three of them, Spike, Illyria and Angel were out of earshot, Willow asked Buffy, "Who was that?" Kennedy shot her a jealous glare but then looked to Buffy as well for an answer. Willow could tell that Kennedy was just as taken with the odd woman as she.

"Illyria apparently." Buffy said flatly. Willow saw Kennedy wasn't the only jealous one. Buffy continued, "Angel and Spike were just telling me about her when Conner here showed up." She gestured to the young man. Conner gave a shy wave to everyone.

Willow interrupted. "Angel's son? How is that even possible?" Conner was about to answer when Buffy cut him off.

With a shrug she said. "I'm not sure. He sorta explained it, but it was kinda fuzzy. Anyway, Illyria is supposedly some King of the old demons trapped in the body of one of Angel's researchers."

"Fred?" Willow knew even as she asked that she was right.

"Yea. You knew her didn't you?" Buffy asked in a gentler voice. Willow nodded, water coming to her eyes. Kennedy put an arm around her. "I'm sorry Will. I think Angel said that when Illyria infected her body, she died."

Willow let a tear fall and nodded gravely. Fred had seemed like a very sweet girl. She didn't deserve to die.

"How did Wes take the news?" Faith asked from beside Buffy. Her tone claimed indifference, but Willow could see the concern evident in her eyes.

Buffy sighed. "Angel said that he took it hard, but now he's dead too. He died yesterday." Willow and Buffy hadn't gotten a chance to really get to know the new and improved Wesley, but the news of his death still came as a blow to them. Faith seemed to take it a lot harder though. She looked away and didn't say anything.

Wood put a comforting hand on her shoulder, but she ignored it.

Everyone sat there silent for a moment before Willow asked, "What do you want to do Buffy? Are we going to stay here for a while?"

Wood added, "There seems to be plenty of demonic activity to go around. Cleveland was getting a little dried up."

Faith broke off her staring at the wall. "Yea B. Lay us the plan. Giles doesn't exactly need our help in London. He's got Xander, and…Andrew I guess, doing the watcher thing. It might be nice for you and Will to have a change of scenery."

"Actually," Willow started, "I haven't been in London so much. More in the Astral Plane district." Faith arched an eyebrow. "Uh, in South America, if you wanna get techy. But you're right."

Buffy nodded her head. "Yea, a change of scenery would be of the good, but what about Dawn? And Immy?" Willow groaned. Not him again!

"Buffy, if you ask me, which, I guess you didn't, but I'm gonna say it anyway, the Immortal is a loser. Why are you even with him?"

"He's nice Will. He doesn't want anything from me and I have fun when I'm with him. We've been over this. He even helped out with the expenses of flying several hundred girls-

"Er-hem."

"Oh right, sorry Wood. Several hundred girls and one guy halfway around the world. I think that qualifies him as a potential in the non-loser category. Oh, and not to mention he's totally hot!" A mildly goofy grin sprung up on Buffy's face. Willow just shook her head. Her friend was in for heartache. According to Willow's calculations in the Buffy boyfriend ongoing saga, the Immortal was due to break her heart in about two weeks.

"The Immortal?" Faith asked incredulously. "Not another vampire B! I thought you would have up and learned your lesson with Angel, but then you and Spike, and well…"

"You're one to talk Faith, you couldn't keep your hands off Angel and the moment I left you alone with Spike, I found the two of you looking very cozy sitting on his bed." Wood looked alarmed at this, but waited for Faith to reply.

And she didn't disappoint. "First off, Angel and I have been keeping it strictly platonic, and Spike…well, you can't blame a girl for lookin. But with you, you seem to search out the vamps that meet your profile. What is it, 'Perky Slayer seeking older vampire. Must be hot, powerful, and skirting the edge of good and evil."

Buffy looked mad for a second before she burst out laughing. "That..pretty much..sums it up."

Faith laughed too. "So B, at least you can admit you have a problem. Everyone always tells me that's the first step to recovery."

Buffy put her hands up in defense. "Hey! No recovery here. I'm livin happily recovery free. Plus, I've tried the alternative, and, no offence Wood-

"None taken."

-But I'm perfectly happy being with soulfully, or in some specific cases, unsouled, vampires. Men are just too complicated.

Everyone snorted at that. Yea, Willow thought sarcastically, relationships with vampires, or monsters in general wasn't complicated. Not a bit.

"What's so funny?" Angel inquired as he sat down in Spike's vacated seat. He had a small, dusty bag with the medical insignia on it.

Faith grinned evilly. "Nothing. Buffy was just admitting she had a problem. We were about to take her through the twel-

"Twelve days of Christmas. I have a problem with Christmas." Buffy interjected, shooting Faith a dirty look and then turning to gaze sweetly at a bewildered Angel.

Angel looked to Willow in confusion. Willow mouthed, "Buffy and boyfriends." Angel nodded and shook his head. Better not to ask.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Illyria proclaimed that the highest room would be suitable enough for her temporary recuperation. Spike might have pointed out that it was difficult for him, in his weakened condition, with his right leg barely on, to support her all the way up to the Presidential suite, but she seemed intent on it, and it would be worth it to kick Angel out of his old room.

After finally stumbling into the spacious room, Spike collapsed. Illyria, relying on his support, fell with him and they remained sprawled there on the plush carpet for a few seconds before Spike said, "I don't think I can move anymore."

"Perhaps I should have requested the assistance of someone less damaged."

"Nonsense luv." Spike cracked a wicked grin and turned his face towards her. "You know I'm the only one you'd like a roll on the carpet with."

"I do not roll."

"Fine Blue. No rolling for you. Got it. Can you get up?"

"I seem to be incapable. My…body, is stricken with fatigue and several of my bones are cracked."

"So then…I guess we'll just lie here." Spike looked around the large room from his position on the floor. Suddenly he remembered the conversation. "Oh yea, in all the excitement, and the intensive stair climbing experience, I forgot to ask if you offed that bloke that Wes was assigned to."

"I shattered his skull into a thousand pieces. He was caught unaware as I was in the shell's persona."

"Why were you wearin Fred's skin luv? Did you arrive at that place before Wes died?"

"I…do not wish to discuss it." Illyria turned her head away. Spike was left staring at the blue curls in her hair. They were quite fetching.

"I'm sorry you lost Wesley," Spike finally said. His tone was gentle and he hoped she wouldn't deny her feelings about the late Watcher. If she could begin to open up, it would make her life, and everyone's really, so much easier.

"I…" She seemed incapable of saying the next words. Finally, with great effort, Illyria said, "I am sorry he died as well. I will miss him."

"See pet, that wasn't so bad was it?"

"I am not your pet half-breed."

"Oh, but it's ok for me to be yours?"

"That's different."

"Sure it is. I get it. You just like to be on top Little Shiva." Spike gave her his classic sexy grin and smirked.

Illyria stared at him blankly before saying, "You are referring to intercourse?"

Spike eyes widened in amusement and embarrassment before he coughed a bit and stuttering, "Uh, yea. I was just kiddin Blue. Nothin better to do while we're both stranded on the floor."

"I attempted to learn more of this human aspect with Wesley in the Burkle persona, but he declined." She said this in her usual indifference, but Spike could almost detect a hint of hurt in her icy eyes. Although it might have been anger. It was hard to tell with Blue.

"Yea well, he would decline." Illyria looked affronted at this. Spike continued before she could get really upset. "You see Blue, Wesley loved the person in the body you took over."

"Fred."

"That's right. And when you went and took over that pretty little body, you killed Fred."

"But her memories still exist."

"Yes, but she doesn't. And the part that you wiped out is the part Wesley was in love with."

"He did not love her body?"

"Er…yes, and no. He liked her body. He loved her."

Illyria sighed. "I do not understand this. Human train of thought is random and their actions are even more sporadic. They love and hate for trivial reasons and follow meaningless pursuits on whim. Without Wesley, who was serving as my guide, I am lost." Illyria paused here. Spike showed her the patience born from a century of caring for an insane vampiress and waited for her to continue. Finally, looking straight up at the ceiling, Illyria said, "You are my pet Spike. You will help me understand this world and its strange ways."

"Don't I get some say in this." Illyria looked at him with her standard blank stare.

"I guess not. Alright then. I accept this Bluebell. But just remember that you asked me."

"Very well."

They both laid there on their backs gazing up at the ceiling. Several minutes passed. Neither spoke, nor moved. But it wasn't uncomfortable. Turning her head to Spike, Illyria asked, "How long must we stay like this?"

"As long as it takes for them to figure out we're in need of help. That, or one of us recovers enough to get up. That should probably take a few hours, maybe even a day. But I'm sure someone will come up before then."

"Your voice betrays your confidence in their aid. You believe we will be stuck here for some time."

"Probably."

"I now wish your 'bandicoot' had not been crashed by Hamilton. It would have alleviated our wasted time."

"Don't worry Blue. I'm your guide now. I'll buy you a new play station."

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"They've sure been a while." Buffy said offhandedly.

"Maybe there's some hanky-panky goin down." Everyone stared a Faith. "Oh what?! Like all of you weren't thinking the same thing."

Angel ignored her comment. "They probably collapsed halfway there. I'll take care of it." He got up and grabbed the med kit at his feet. Buffy jumped up as well.

"I'll go with you!" Everyone shared a look. "Don't give me that guys. I'm just going to help Angel drag Spike's prone body back down here. Can't let him have all the fun." The suggestive smirks continued to be passed around. Buffy gave them all a scowl and grabbed Angel by his hand. "Let's go. I don't need to take this from you guys." Angel and her retreated up the stairs to the sound of the other's laughing.

"Do you think Spike is ok with that demon?" Buffy asked as she slowed her pace up the rickety stairs to match Angel's slowly painful ascent.

Angel gave her a strange look out the corner of his eye. "I'm sure he's just fine with Illyria. Besides Wesley, Spike was, is, the nearest to her. She resents me because she sees my role as leader undermining her superiority." Angel now turned to look at Buffy fully. "Why do you ask? You just concerned for his safety or you looking to get back with him?"

Buffy rolled her eyes. "What will it take for you to stop getting jealous every time I mention Spike?"

Angel shifted his eyes forward again and said, "For your buzzard to ring."

Buffy grinned. "Not there yet. But no. I'm not looking to get back with Spike, but I do care about him."

"Like you care about me? Or like you care about the Immortal?" Buffy sighed. He just couldn't drop it.

"Like neither of you, and like both of you. You've lived forever. Don't you know by now that there are thousands of different kinds of loves and ways to show your love?"

Angel didn't expect such a mature answer. He stayed silent and just looked at her. She was indeed a woman. The Italian sun had been kind to her and he admired the contrast between her bronzed skin and her golden-blonde hair that flowed perfectly in place down to the middle of her back. How did she keep it so neat during a battle? Angel shook his head. Not important. What was important was that Buffy was no longer the post-valley girl teen that had madly fallen in love with him. She was now a beautiful, mature, battle-hardened warrior. And she would make her own decisions. He just hoped he would be a part of them.

They made the rest of the journey in silence. Angel wasn't exactly sure which room the two had gone to, but it was easy enough to follow Spike's smell. He hoped the bleached-blonde would take a bath tonight. He was pathetically easy to trace.

"The Pent House suite huh?" Buffy said as Angel stopped sniffing and stood in front of the door. Of course Spike would pick this room. Anything that was Angel's automatically attracted the younger vampire. With a severe frown marring his face, Angel prepared to barge through the door. Buffy put a restraining hand on his shoulder.

"Wait!" She suddenly felt foolish. In a meeker voice she implored, "Shouldn't we knock? They could be in the middle of something."

Angel nearly snorted. "You're barking up the wrong tree Buff. Illyria would just as soon kill Spike as touch him." He thought about what he just said. "Umm…but I guess she'd have to touch him to kill him. Most likely at any rate. And she does like to hit him…"

A panicky light flickered behind Buffy's hazel eyes. "SHE LIKES HITTING HIM?!" She began pacing the hallway muttering, "Not good. Not good." Angel was slightly alarmed by now as well. What kind of horror awaited them on the other side of this door?

Now with trepidation, Angel lightly rapped on the oak. A muffled reply greeted him. "It's open you ninny!"

Angel slowly turned the knob.

Buffy and he gasped sharply at the sight that greeted them. Spike and Illyria were spread eagle on the floor, gazing up at the ceiling. Spike twisted his neck to look at them. "What took you so long? We've been up here like this for a bleeding hour!"

Illyria craned her neck as well, though it seemed more robotic the way she did it. Looking straight at Buffy, Illyria stated, "Spike is my pet."

Buffy's jaw dropped. Angel's eyebrow's nearly reached his hairline and Spike brought a hand to his temple. Apparently, vampires could indeed get migraines.


	2. Chapter 2

**Caeruleum**

Episode 2: Shanghaied Shanshu

Illyria continued to stare absently at Buffy, waiting for a response. The small blonde she had heard so much of from the two half-breeds continued to gape at Spike and her. Illyria thought it mildly intriguing that her mouth hung open at such an odd angle. Surely that was not normal human behavior?

Illyria turned to Spike looking for an explanation as to the Slayer and Angel's peculiar actions. Spike however was busy messaging his temples. His disregard for her inquiry irritated her, so she "thumped" him.

"Bloody hell Blue!" Spike moaned as he clutched his left forearm. As if he didn't already have enough bruises to go around.

"Why does the Slayer hang her mouth so? Is this normal when barging into another's domain?"

Spike nearly laughed. "Uh, no. Don't reckon it is." Glancing to Buffy and throwing her his evil-sexy smirk, Spike added, "Why don't you ask the Slayer herself why her mouth is down to her ankles."

Buffy broke out of her stupor at that. "Shut it Spike! We just came up to get you and then we find you and this… demon! Together on the ground! You can't be trusted for five seconds can you?!"

Spike's smirk slipped a little at that. It was funny as hell having Buffy being all jealous for him, but when she got that irate hurt look in her eyes, he knew he'd better do something, and fast.

"Settle down luv. It's not like that at all, and you know it." Illyria cocked her head at Spike, but her expression remained as emotionless as ever. Spike continued when no one, uncharacteristically mind you, interrupted him. "And even if t'were, you've been shaggin the sodding Immortal all this time, so I don't see how you can be getting all worked up over my affairs." Buffy gave him an indignant glare, but apparently couldn't find anything to counter his point. It was, after all, true. Trying to delicately scramble out of the hole he had found himself in since Buffy and Peaches' arrival, Spike said in a more reasonable tone, "We just fell Buffy. And we were so tired and injured that-

"Spike succumbed to his exhaustion. He brought me down as he did so. I never would have submitted to my weakness and fatigue so completely." Illyria interjected.

Giving in to his inner-Dawn, Spike rolled his eyes. "Thank-you Bluebell. We were all very concerned with how weak you might have appeared after almost single-handedly taking out the armies of Wolfram and Hart."

"Can we get back to the part about you being Illyria's pet?" Angel finally said. He looked mildly amused.

"Due to Wesley's demise, I am without guide in this strange world. I have thus appointed Spike to fulfill that roll." Illyria said absently, turning her icy, unblinking stare to the older vampire.

"Did you agree to this Spike?" Angel said slowly, as if talking to a small child accused of raiding the cookie jar.

Spike grumbled, "Not so much. But hey, there are worse things in life than baby-sittin a Goddess. I should know. I've done most of them."

"Alright," Buffy said, her 'commander n' chief' tone taking over, denial evident in her resolved mood. "We came here to bring you back down Spike and to make sure Illyria was alright. How bout we get to it?" Spike and Angel nodded. Buffy looked pointedly at Angel.

"I'm not sure I can really pick her up at the moment. My arm is almost dangling here." Angel held up his limp arm as proof. Buffy breathed a sigh and nodded. She then moved up to Illyria and prepared to pick her up in order to deposit her on the nearby bed.

If looks could kill, Buffy would have died a thousand deaths by now from the intense glare Illyria was hitting her with. She wanted to reach out and snap the impudent Slayer's neck for daring to touch her, but then she caught sight of the worried expression on Spike's face. He feared for this Slayer, this girl, because of her.

Illyria suddenly felt as she had when she lay beaten in Spike's apartment after Hamilton had attacked her. She felt ashamed, and it angered her.

Begrudgingly, she allowed Buffy to pick her up and place her on the large bed in the center of the suite. With a final glare at the Slayer's audacity, Illyria turned her head away from the trio. They were dismissed.

Illyria snapped her head back around when she heard the door slam shut. The slightest of frowns came to her blue-lips. Spike hadn't even said good-bye.

She lay there for a while, wondering why she had chosen him to replace her Wesley. No wait. Not her Wesley, just Wesley.

She shook her head, trying to clear the roaming thoughts of longing and despair raging through her brain. She closed her eyes finally, letting the memories of the bright and sunny Fred inundate her senses. Fred had loved him so much. She would have cried for months after his death. Illyria opened her eyes and put a finger hesitantly to her cheek. Moisture was there.

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"Ok Spike, what really happened?" Buffy asked as she and Angel helped the limping vampire down the stairs. Spike noticed a black med kit in Buffy's other hand.

"I told you what happened." Addressing Angel, Spike added, "Why's it that you didn't do any patch job on Blue?"

"She scares me sometimes. And right now, she's seeming a little…pissy." Both Buffy and Spike looked at Angel like he'd grown an extra head. "What?! Did you see the way she turned away from us when we left? She wanted some space, and I have no problem giving it to her. Plus, we're not the only one's with super-healing. In a few days, she'll be as good as new."

"She had some broken ribs and probably quite a bit of internal bleeding you nit-wit."

"Both of us aren't much better off." Angel heaved a sigh. "Look Spike, if you want to patch her up later, you can do it later. But I don't think it's going to do much good. Right now, we need you down here to discuss what we're going to do."

"Oh sure, like you really value my opinion." When Angel didn't say anything, Spike's eyebrows flew up. "You really want to hear what I have to say?" He was shocked. Buffy seemed to be as well.

"I think you two have been spending way too much time together lately."

Angel and Spike glanced at each other and quickly glanced away.

"Way too much time." They both agreed.

Now thoroughly spooked, both of them scooted away from each other, casting awkward suspicious glances at the other. Though highly disturbing, this did present an advantage for Spike. He was now solely leaning on Buffy. His confidence quickly returned.

"So pet, how've the Scoobies been fairing without yours truly? Dawn's not with anyone is she? I haven't got a chance to scare whatever boy she chooses senseless." He said the last part only half-jokingly.

Buffy seemed to relax a little and gave a small grin at Spike's big brother routine toward Dawn. "They're good. Giles is heading up command central in London. We've already got a new Watcher's headquarters set up there. You should come visit it sometime." Spike nodded his head. "Dawn is fixing to start at Oxford."

"Niblet? At ol' Ox-nard? You're kidding?! What would the Bit wanna go to a nancy-boy school like that for?" Beneath his surprise, Spike felt a tiny surge of pride at the younger Summers.

Buffy was about to chastise him when Angel interrupted. "Don't listen to him Buff, Spike here actually went to Oxford when he was human. When he was first turned, he used to brag about it all the time."

Spike growled. "Yea, and I was a ponce back then. Thanks so much Angelus." Ignoring his grandsire, Spike fixed his attention back to Buffy. "I take it Watcher-man pulled some strings? Not that Niblet isn't world-class material."

"Yea, Giles contacted some of his old friends. Two of them are on the board if you can believe it. Dawn was thrilled. She's going to be studying ancient languages and history. I think she plans on joining the council after she graduates."

"She'll be brilliant. What's the Wanker and Anya been up to? They have their little suburban nightmare complete with demon-spawn yet?"

Buffy's cheerful expression vanished. "Xander's been really focused on Watcher detail since Anya died on the Hellmouth."

"Oh." That caught him off guard. He'd always assumed the feisty little ex-vengeance demon would last forever. He'd liked the bird.

"Xander's a full blown Watcher these days. He's been tracking down potentials and giving them crash-courses in Slayertude. We're kinda shorthanded on the teaching side. In fact, our only certifiable Watchers are Giles, Andrew and Xander. Though each of them has been recruiting apprentices. It's insane the number of Slayers out there. This group we brought here to LA is only the one's proven battle-worthy."

"Mighty impressive luv. Too bad Anya kicked it. I'll miss the crazy bint. She would have loved going on tour teaching little Buffy's and Faith's how to properly decapitate foes and balance checking accounts."

Buffy gave a small grin. "Yea. She would have."

The three of them winded down the last of the steps and staggered, limped, and walked, as the case may be, over to the awaiting group.

"What took you guys so long?" Conner asked. He thought it funny that he had only been slightly uncomfortable amongst the complete strangers. Just went to prove how odd his life was.

Angel's brooding expression lifted for a second as he looked on his son. "Spike and Illyria were incapacitated."

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Spike decided to take the vacant seat beside Faith and smirked to himself when he sensed Wood's unease. Causing the ol' principal a bit of discomfort was fine by him. The bloke deserved it. Faith gave him an easy nod of welcome. Spike quirked his lips upward at her. She smiled.

Faith and he, when one of them wasn't impersonating someone else, and when they weren't fighting over one of them being evil, and when they weren't flirting shamelessly, and when they weren't hitting each other over Buffy, worked really well together. If circumstances were different, mainly Wood shooting him stakes every time Spike was within eyeshot of the man, Spike believed Faith and he could have been friends.

Angel and Buffy squeezed in and the meeting began. It was strange that every time a group of Spike's allies convened, he thought of it as a meeting. He had definitely been spending too much time at the evil law firm.

"I've been thinking," Angel said. Spike bit his tongue to keep from replying. Angel sure was making it easy these days. Angel, sensing Spike's will power fading, quickly continued, "I want to re-start Angel Investigations."

No one said anything.

"Don't all speak at once guys."

"There's no way I'm going to join some crack team called Angel Investigations." Spike said at last, breaking the silence.

"All the blood you can drink for free."

"Sold." As if he had anything better to do. "What about the rest of you lot? Headed off to merry ol' England?" Spike tried not to look at Buffy when he said this, but everyone knew that was who he was asking.

Buffy surprised them all by saying, "No, I think I'd like to stay here. Like Wood pointed out, there is a lot to do." Catching the excited looks on the vampire's faces, she quickly added, "But I'd have to go back to Europe for a few days and settle everything over there." Their faces immediately fell with the revelation that Buffy would soon be with the Immortal once again. On the bright side however, it did look as if she was going to break up with him.

Buffy turned expectantly to her best friend. She hoped Will would consider staying in LA with her. It could almost be like old times again, and it sure would help to have her there when dealing with the jealous vampires and the frigid demon god.

Willow considered this for a second. Finally, with her green eyes aglow, she pronounced, "I'm with you Buffy. I want to fight the good fight again. At least for a while anyway, besides, astral projection is way overrated and to be truthful, it can definitely get a little snoozy after the third go." Kennedy turned in shock to her girlfriend.

"I thought you said after coming here that we were going to head to London?" Kennedy seemed hurt. "I wanted to help Giles out with training the new recruits. You knew that."

Willow blanched a little. "I'm sorry baby. I guess I forgot. But we can go to London after hanging here for a spell right?" Spike thought Red's puppy-eye routine was a little overkill, but whatever worked.

"No!" Kennedy's hurt was fast transforming into rage. Everyone felt mildly embarrassed at witnessing the couple's argument, but Kennedy continued, oblivious. "I told you what I wanted to do Will! And then you ignored it. Just like always! I'M SICK OF BEING IGNORED BY YOU!" Kennedy screamed the last part and flew the scene. Willow got halfway out of her seat before she looked to the others and excused herself, running after her girlfriend.

Everyone sat there awkwardly for a second, unsure of what to say. Finally, not one for awkward moments, Faith exclaimed, "Man. They got issues." Everyone cast Faith an amused glance at that. They were all thinking the same thing-The same could be said of her six days a week. Wood grabbed her hand in reassurance and gave it a squeeze. Spike saw this and couldn't help feeling a little happy for the couple. So what if at one time, both of them had tried to kill him? They both deserved to have someone.

Pulling Spike from his thoughts, Buffy asked, "What's your game plan Faith? Wood?"

"I'm down with hangin in Angelesville. Whatda ya think Wood? You wanted to get the hell out of Cleveland right?"

"Who doesn't?" Wood said agreeing. Faith gave his hand an extra hard squeeze. Wood gasped out. "I mean, yea. I'd love to come live here." In a quieter voice only Faith, and Spike because of his heightened hearing and proximity could hear, Wood added, "I'll go anywhere there's Faith." They shared a very prolonged kiss after that.

Conner cleared his throat. "Umm…I'll be at UCLA, so when I'm in the area, count me in." Angel nodded at his son. Spike thought, 'Oh please! Here they go again! Why doesn't Angel just get a Kodak and make it last longer!' All the fatherly-son crap was getting way too mushy for his taste. I mean, good, at least the tyke wasn't all fixated on killing them, but did they have to be so sappy? It made him want to heave, though that could have been from the lack of blood.

Faith and Wood finally came up for air. Angel looked relieved. "Well, I guess all that's now settled. I'll fill you all in tomorrow on what AI covers and what we do."

"Trust me kids, that's one mission statement speech you'll wanna miss. He gets really going after his first hour of lecturing on the finer points of penance and the art of brooding."

"You don't have to attend Spike. In fact, please don't." Angel got up and headed toward the stairs and his room. He turned around and saw Spike mouthing to Buffy, 'Run while you still can.' "I saw that Spike."

"Don't know what you're talking about Peaches." Faith laughed. Buffy and Wood seemed to be on the verge of cracking up.

Angel just sighed. At least his own son was attempting an impassive face. Wait! Was that a twitch? It was! Conner was laughing too! Angel growled. Could you put a centuries old vampire in detention? Probably not. Maybe he could do a little curtain tampering. No one would think twice if a big pile of ash littered one of the many beds of the hotel, right? "I was just going to add that someone better inform Willow and her girlfriend of our briefing tomorrow."

"I'll do it. What time is the meeting mon'capitain?" Buffy asked, getting out her cell.

"Uh, let's say 5:30."

"It's five right now!"

"I meant at night. I'm still a vampire, and believe it or not, bleach head is too. I'll have to find someone to take the windows from the wrecked W&H office and install them here."

"There any reason for that chief?" Faith asked as she and Wood headed up the steps. They were anxious to get to a room.

"They were tinted to keep harmful, potentially dustful rays out." Spike elaborated. He was waiting for the others to leave so he could have a moment alone with his Slayer.

"Must be a fun setup!" Faith called back over her shoulder just as her and Wood disappeared down the second floor corridor.

Angel was waiting for Buffy to go with him, but saw that Spike was doing the same. Shooting the younger vampire an irritated look, he slowly receded up the steps in front of Conner, leading him to a room and giving the two of them their privacy.

"Wow," Buffy said as she began punching in a number on her cell. "Angel giving the floor to you. Never thought I'd live to see the day."

"Well, you did have to die a few times before you could, but yea." Spike put his hand behind his neck and looked away. He suddenly felt nervous. This was the first time they'd been alone since the morning of the Sunnyhell battle. Trying to find something to say, Spike asked, "Who ya calling pet?"

"Umm…" Buffy suddenly seemed very apprehensive as well. Spike knew it wasn't because she was nervous at being with him though.

"You calling that Wanker?" He couldn't help but sound a little bitter.

Buffy shot him a guilty look before her expression hardened and she reprimanded, "He was the one who financed your rescue. If it weren't for him, you'd be dust, so don't give me all this." 'Hot and Cold' Spike thought as Buffy went on, "I already told everyone I was going to stay here. What more do you want?"

That was the wrong thing to say. Just as Buffy got through on her call and a rich deep voice answered, "Buffy?" Spike closed the gap between them and said, "You." He then put his arms around her back pulling her to him and leaned down to kiss her.

At first, Buffy was surprised, but soon enough, she was kissing him back with everything she had. Her arms slowly wound around his neck and she held him there.

Both had their eyes closed and savored the other, deepening the kiss even further. Spike allowed his hands to glide up and down her small back as she played with the soft blonde curls at the nape of his neck. Buffy's cell dropped to the floor and the speaker continued to ask, "Buffy? Buffy? Are you there?" But it remained blissfully ignored.

About to turn purple from lack of oxygen, Buffy reluctantly pulled away. She was flushed and gasping. Spike, though he didn't require oxygen seemed to be short of it as well.

"That…was…" Buffy panted, her eyes wide, her mind unsure.

"Bleeding amazing," Spike finished for her. Now that had been the kind of reunion he'd been waiting for!

They stood there uncertain for a few seconds before Buffy bent down and picked up her cell. Seeing that the Immortal had hung up, she jolted to her senses. She looked up into Spike's searching blue eyes and said firmly, "I can't do this right now Spike."

"Right." He took a step back from her and looked down. In a quiet voice he said, "I'm not going to apologize for it though. We haven't kissed in several years, and I wanted…your, uh, latest one, to be worth remembering." Buffy came up to him this time and put a comforting hand to his cheek. Spike raised his head and a slow smirk spread across his face. "Besides, you needed some perspective when you go back to Italy. The sodding Immortal can't give it that good."

Instead of arguing, Buffy just shook her head and stepped back. She gave him a final appraising look and said, "I've gotta make some calls. I'll see you tomorrow." Before turning to go though, she caught his eye and added in a firm, unyielding tone, "I do love you Spike." She then quickly walked away from him, in the direction of the front desk where Willow and Kennedy's loud exchanges could be heard.

Spike watched her go until she was out of view. He didn't really know what to think. His mind was filled to the brim with a thousand warring thoughts. The one thing they all seemed to agree on was that he was love's bitch, through and through.

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"Kennedy! KENNEDY! Stop!" Willow shouted as she chased her girlfriend. Kennedy finally stopped running away from her and turned around. The look on her face almost made Willow wish that she had kept going.

"WHAT!? I'm sorry my petty wants and desires don't perfectly coincide with yours Will, but you're not the only one in this relationship!" Kennedy took a steadying breath and resumed in a somewhat calmer voice. "It takes two to tango, remember?"

Willow looked abashed. "I…I thought we were doing ok. What's all this really about? You didn't seem that upset when we were in the Amazon. I had no idea going back to London meant so much to you."

"It does, but that's not the thing." Kennedy grasped Willow's shoulders. "The thing is, you don't care what matters to me."

"I do so! If going back to London is that important, we'll go back to London."

Kennedy drew her hands back and threw them up. "You just don't get it, do you? Yes, I wanted to go back to London, but even more than that, I want you to talk to me and tell me what you're thinking. I want you to tell me how you're feeling and what your hopes are. I want you to stop treating me like some replacement and start loving me like I love you!"

Willow's eyes began to water. "You can't always get what you want." Kennedy looked at her in disbelief for a second and then began walking away again. Willow grabbed her arm and spun her around to face her. "But you can be thankful for what you have, and I have you. I'm thankful for that." Kennedy's frown deepened.

"I don't want you thanks. I told you what I wanted."

Willow froze. Someone, many years ago had said that same thing to her. But, coming from him, it had been so different. How she longed for his quiet wisdom right now! "Alright Kennedy." The younger woman's face brightened before Willow continued, "I'm going to stay here. You can either go back to London or you can stay with me, the chose is yours."

Kennedy exploded, "THAT'S IT! AFTER ALL WE'VE BEEN THROUGH?!" She began to sob.

Willow moved to comfort her but Kennedy backed away. Willow straightened up and in an even voice said, "I don't want for this to be it, but I can't dictate your life. You'll have to decide what's most important to you." With that, Willow turned away and headed back to the area all of them had earlier been seated in.

She ran into Buffy. Her best friend looked sympathetically at her and gave her a quick hug. She then pulled away and said, "I'm sorry I put you in this position. Is there anything I can do?"

Willow shook her head. "Thanks though. I needed a hug." The two of them walked over to the vacated sofa and plopped down. With the jet lag, the battle and the intense reunions and arguments, it had been a very long day.

"You still plan on staying?" Buffy asked.

"Yea. I know you'll need backup with the two of them hounding you. Tell me you're breaking up with the Immortal? Please."

"I guess so. I mean, I don't love him, but he's been nice. I want to do it in person though. It's too pathetic to do it over the phone."

Willow nodded. A teasing twinkle came to her eyes. "So, who am I to be getting my vicarious smoochies from?" Buffy grinned.

"Well, I've already gotten a taste of Spike lips."

Willow was mildly surprised. "Was it yummy?" Buffy gave an adamant nod. Willow's eyebrows flew up. "Are you actually picking Spike over Angel?"

Buffy sighed. "It's complicated Will. I talked to Angel on the way up to get Spike and I tried to explain it to him, but I just don't know. I care for them differently, but I love them both."

Willow curled her legs up under her. "Explainy."

"Ok, well…with Angel, he was, is…"

"Your first love."

"Yea, and I know that I'll always measure everyone else I've been with to him, even if I don't mean to. With Spike, we threaded the line between hate and love for so long that I'm not even sure when it changed. I love him and he's fun, funner than Angel, I'll admit, but when I think of him, I don't get weak at the knees like I do when I'm around Angel. Does all this make any sense?"

"I guess. It's kinda flattering though isn't it? Both of these really cute, sexy vampires that have lived forever are both dying to be with you." Buffy raised an eyebrow, clearly wanting to remind her friend of her newfound orientation. Willow raised a hand in defense. "I mean, I just wish my love life had so many pleasant options."

Buffy gave a comforting smile and said, "Don't worry Will. I'm sure Kennedy will come around."

"Yea," Willow said unconvincingly. Changing the subject, Willow asked, "So, was Illyria with Spike when you found him?"

"Interested much?" Buffy teased. Willow gave a sorry excuse for no. "Oh my God Will! She's so creepy! How could you even consider…"

"She's really hot." Willow interrupted with an apologetic grin.

Buffy shook off the grossness that statement gave her and went on. "Uh, anyway, yea. She was there." Thinking back to it, Buffy's eyebrows knit together in annoyance. "In fact, her and Spike were looking very comfortable on the floor."

"You're kidding!"

"Nope, although it did look like they were just lying there when we entered." Buffy shot a worried look to her friend before asking, "You don't think he has a thing for her, do you?"

"I don't know. I haven't seen them together enough to know. When they were headed up the stairs though, it did look like Spike cared for her. But maybe it's just a comrade thing." Buffy looked unconvinced. Trying to console her friend, Willow added, "Besides, I don't think Spike would kiss you if he was involved with someone else. Underneath all his badboyness, he's a softy."

"You're probably right. I still don't like her though. She reminds me of Cordelia, if Cordelia had been a robot that is."

"And had blue hair."

"And been a demon from the Deeper Well." The two girls broke out laughing. The thought of Cordelia dressed up like Illyria and talking like her was just too funny.

Once their laughter had died down, Willow got to her feet. "I'll see you…um…" She didn't know what Angel had planned for them.

Buffy glanced out the hotel entrance. Dawn was breaking. "This evening, here at five-thirty." Standing up herself, she gave Willow a final smile, "Get some rest."

"You too." Willow said as she made the journey up the steps.

Buffy watched her go and pulled out her phone once again. Immy wasn't going to be happy.

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Angel waited for Spike to come up the stairs. When the younger vampire did, he gave a stiff nod and began going back down to the lobby. He'd be damned if he let Spike have the last word with Buffy tonight. Spike stopped him though. Angel could see the torrent of emotions playing like a rock concert behind his blue gaze.

Angel couldn't help himself, "Did you kiss her?"

"Yea." Was Spike's lackluster response. Angel would have expected him to be parading around and throwing this in his face. It was obvious something was bothering the bleached wonder.

"What's wrong? It's what you wanted right?" Did he just really ask that?

"Nothing." Angel gave him a look. "Alright. It's just that every time I think I'm finally getting through to her, she runs off to someone else. I'm sick of always playing second fiddle."

"The Immortal?" Spike nodded. "She's still going to be staying here though, right?"

"Yea, but she's off to 'officially' break up with the ponce and you know what that's going to include." Spike wasn't above eavesdropping.

Angel shuddered. "I'll go talk to her. I don't like her plan anymore than you do." Angel saw a flash of gratitude. "But don't get your hopes up. Buffy will always have me."

Spike scowled a little before turning around and painfully limping up the stairs. He waved a hand up behind him in goodnight.

Angel watched him go a bit and then made his way down. At the base of the staircase, he nearly ran into Willow. "Hi Willow. Did Buffy get a chance to tell you about the briefing?"

"Oh yea, 5:30 right?" Angel nodded. They stood there awkwardly for a few seconds before Willow said, "Well, ok. Bye!" And flew up the steps. They'd always been a little out of place toward each other. In fact, the only Scooby he had sort of gotten on with, before the whole Angelus incident, had been Xander. Not that they'd been best friends or anything, but they'd at least been able to hold a conversation and could tolerate each other when out slaying with Buffy.

Speaking of the Slayer, there she stood. Talking on the cell, her long blonde hair tucked behind her ears, she seemed happy. Angel stood there, just watching her for a few moments. He hadn't meant to overhear her conversation, but…

"Yea. For the most part. I mean, we did lose a few, but that's war. And hello? This army was wicked huge!" Buffy paused. Angel could almost hear the voice on the other end of the phone. Buffy went on, she looked a little surprised. "What are you talking about? That's not even possible!" Now Angel was interested. "No, it can't!" Buffy was looking slightly panicked now. "You're sure? Ok, ok. I guess you would know. No! Well, umm…it's nice, but the reason I called was to tell you that I'll be in Rome in a few days and I wanted to see you in person. Wha…? No." The last part was said very unconvincingly on Buffy's part. "Look, we'll talk about it there." Buffy turned around and caught Angel red-handed. "I've gotta go." She flipped her phone shut and put a hand on her hip in classic Buffy annoyance pose #3. Angel had them numbered. Spike probably had them alphabetized.

Before he could apologize however, Buffy spoke. "Do you know anything about a Shanshu?"

Angel was shocked, to say the least. "Yes! Why?" His dead heart was sinking.

"I just had a very interesting call from Immy, err, the Immortal, and he was saying that his heart was now beating. Care to explain that one?"

"His heart…is beating?" Angel's felt like it was breaking. He'd wanted to Shanshu more than anything even though he knew that was impossible now. It had been his ticket to a fairytale ending with Conner and Buffy. Buffy gave a nod. Angel fell backwards into one of the armchairs. He didn't think his legs could support him with this news. A sudden thought occurred to him. "The tickets?"

Buffy looked perplexed. "What?"

"The tickets! He paid for all of your tickets to get over here. He helped end the apocalypse!" Angel was frantic now.

"You're scaring me a little Angel. What does that have to do with anything?"

"He had a hand in the apocalypse to end all, that was the Shanshu Prophesy. The vampire with a soul who has a hand in the apocalypse will become human. I'd always thought that would be me. When Spike arrived on the scene, I was a little worried, but never, NEVER, in my wildest dreams did I think the Immortal would get the Shanshu! I didn't even know he had a soul." Angel quit his rant and gave Buffy an accusing glare. "Of course. Why didn't I see this coming!"

"What is it now!"

"You only fall for vampires with a soul. Of course the Immortal had to have a soul. He must have planned this whole thing as a way to steal my mortality. Well, this is the last straw! I'm going to kill him!" Angel left Buffy standing there. She watched him go in disbelief before running after him.

"This might not be about you!" She struggled to find words. "Uh…maybe he didn't know what would happen?" She offered weakly.

Angel spared her a brief look before charging up the steps.

"Where are you going? I don't think Immy is in one of your rooms!" Buffy yelled, right on his heels.

She found out soon enough as Angel nearly skidded into one of the identical room doors lining the eerily quiet corridor. The dimly lit hall lights were giving her the wiggins. Before she could protest further however, Angel pounded on the door and shouted, "SPIKE! QUICK! WE HAVE TO GO!"

It looked as though Spike had been in the process of changing for bed as he swung open the door. Buffy tried not to stare at his naked chest. It was hard though, it still looked just like she remembered it. All lean and muscular… Hmmm…

"What's got your knickers in a twist?" Spike asked Angel, slightly annoyed. He then noticed Buffy and her staring. That perked his mood right up. He gave her a smirk she didn't even notice, so engrossed was she.

"It's the Immortal…he…" Angel swallowed. Spike was paying him attention now, his expression impatient. "He shanshued."

Spike rolled his eyes. Angel had always been one for dramatics. "So? What the bloody hell Angel? Why should I give a damn about the 'Great Wanker' getting all humanified? That's your thing. I could really care less, in fact, all the better for me. He's easier to kill now."

Angel bit back his impatience. "That was what I was getting you for. Let's go kill him," Angel gave a glance behind him in Buffy direction, tilting his head ever so slightly, hoping beyond hope that Spike would get the hint. "Right now."

Spike glanced at Buffy and then back to Angel. Finally, like fireworks had gone off in his brain, he got what Angel was trying to convey. "Oh right. Right! Let's go get the smarmy bastard!" There was no way the Immortal was going to use this Shanshu crap to keep Buffy! Especially after she'd just agreed to stay with them!

Just as Spike and Angel were running past Buffy, obviously thinking they'd just walk through the sewers until getting to the airport and catching the nearest flight for Rome, as if they'd at all thought this through, Buffy punched Angel in the stomach and kicked Spike in the knee.

The results were instantaneous. Spike, already crippled at the moment fell gasping to the floor. Angel, not expecting the blow, doubled over and fell back into the wall, breaking one of the dim light bulbs as he did so.

Buffy rolled her eyes. "Ok, first thing- you, both of you, are not about to go kill my current boyfriend just because you think he might be vulnerable at the moment. Secondly…well, uh, that's pretty much it."

Both vampires threw Buffy a dirty look. She ignored it and held out a hand to Spike, giving him a very stern glare. "Cap'ish?" He looked like he was about to throw a rebellious temper-tantrum for a second before giving a curt nod and begrudgingly accepting her hand.

She pulled him up and he swayed for a second. She probably should have gone easier on him. His leg was still looking pretty nasty. He gave a sudden lurch and threatened to fall, but she steadied him. Their eyes locked for a brief second and they both quickly glanced away. Buffy, feeling self-conscious all of the sudden, left Spike leaning against the wall and went over to Angel.

He was still doubled-over, so she bent down so their eyes were even. "I'm sorry. But, really, you have no right. He was just as entitled to this Shampoo thing as you." Angel glanced up at her.

"Shanshu." He ground out in between grunts of pain.

"Whatever. Come on, I'll help Spike back into his room then I can take you to yours." She tenderly laid her hand on his shoulder. "It's been a long night. You'll think more clearly, or hopefully a little less jealously, when you've had a chance to rest." Buffy then walked over to Spike. He threw his arm around her narrow shoulders and together, they staggered back into the room he had emerged from.

Buffy saw the personal touches Spike had placed on the room. Correction, personal touch- his leather jacket was carefully hung over a chair. "Love what you've done with the place." Buffy said lightly, helping Spike onto the bed.

Spike grimaced as his leg made contact with the mattress. "Haven't really stayed here before pet. Had my own pad." He seemed to remember something. His grimace of pain turned into a frown. Buffy tried not to focus on his pouting lips as he muttered, "Or, at least, I did a few days ago. It's trashed now."

Buffy gave him a sympathetic look and moved to leave. Spike caught her hand and pulled her on top of him. "What's the hurry luv? Angel knows the way to his room."

Buffy was sorely tempted, but Angel was just outside the door, and, she was still technically dating the Immortal. Though he probably wasn't being as chaste as her in her absence as she was trying to be. Buffy bit her lip and disentangled herself from Spike's very enticing grip, avoiding his eyes. If she looked directly into those cerulean depths, she'd be lost, and Angel would get really ticked off. She'd never admit her weakness to Spike, but she'd always been a sucker for his eyes. They were so expressive.

Shaking her head, thanking God that the vampire before her couldn't read her thoughts- he'd lord it over her forever- she apologized, "Sorry Spike."

His demeanor shifted and he became distant. He shook his head slightly and pursed his lips, gesturing to the door. Buffy was a little surprised at his coldness, but nodded. She'd hurt his feelings and brought back painful memories they both had been trying to let go of. She quickly walked out of his room and gently shut the door behind her.

Looking guiltily at Angel, she gulped, "So, where's your room?" Angel sighed. He wasn't blind to the emotions that had just wafted out of Spike's room.

"A few flights up. You…" He took a deep breath and tried again. This was hard. "You can stay if you want. I'd never admit to Spike, but, I'd…I'd rather have you with him than the Immortal. At least I know Spike would never intentionally hurt you." He looked to the floor for support. Suddenly, he felt a delicate arm wrap around his waist. He looked up into Buffy's familiar face.

"I wouldn't do that to you Angel. You should know better." With that, they traveled down the hall, Angel clutching his injured arm to his side. It was giving off a dull, pulsating pain by now. Buffy noticed and said, "You want me to get you something from that kit you found?" Angel shook his head. His medicine was right here, supporting him.

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Kennedy slowly wondered through the halls. She wasn't exactly sure how to find Willow's room, but if she had to go through each one to do it, than so be it. She wasn't going to let all they had fall down the drain. Willow meant the world to her. She just had to find a way to make Willow feel the same.

She'd heard the stories of Oz and Tara, and how perfect they were for Willow. She knew, without a shadow of doubt that if either, though both were tragically gone-Oz, because he was so in love with Willow that he wasn't able to safely be near her, and Tara because she had died-if either of them were to miraculously reappear, she, Kennedy, wouldn't even be a bug on Willow's radar. That realization was painful, but she didn't have anything to worry about. Oz and Tara were gone. Willow needed her as much and Kennedy needed Willow.

With this in mind, Kennedy ran into Buffy who was just walking slowly out of a room. Trying to catch a glimpse of the room's occupant, Kennedy asked 'The General,' as the Slayers in training had often teased her, "Um, hi Buffy. Willow's not in there, is she?"

Buffy gave the younger girl a frown and shook her head. "Nope. Angel's." Kennedy raised a suggestive eyebrow. Buffy caught her look and put up her hands in defense saying, "Don't get any ideas. He was just winded. Him and Spike have had a really rough time." Buffy stood there a second, waiting for Kennedy to say something else. When she didn't, Buffy continued slowly, "Willow usually likes a room with a view."

Kennedy gave Buffy a surprised look. She didn't think the blonde had ever been comfortable with their relationship. Especially after the whole 'mutiny' thing. "Uh, thanks." She uttered finally, unable to think of anything more eloquent to say.

"Don't thank me, I just want Willow to be happy. She's been through a lot." The two stood there for a second. Neither moving. Finally deciding that she couldn't take Buffy's disapproving stare any longer, Kennedy gave her a nod and fled up the stairs.

She didn't stop running until she got to the top. Once there, she hesitantly walked by every room door, taking a second to put her ear to it and listen. At the very last door, near the giant window that overlooked some of the LA skyline, morning light beginning to filter in and saturate the deep scarlet rug that adorned all the corridors in a rich golden hue, Kennedy heard a sound. It was a TV.

Frantically knocking, Kennedy shouted, "WILLOW!" Almost immediately, the redheaded Wiccan opened the door and they stood there awkwardly face-to-face. Willow turned away from Kennedy for a second and snapped off the TV with a click of the remote she had clasped in her hand.

Turning slowly back to her, Willow gave a timid wave and said, "Hey."

"Hey." They stood unsure for a moment, before Kennedy, unable to take it, reached out and enfolded Willow in a bone-crunching Slayer hug.

"Ow! Sweetie…need…to…breath…" Willow gasped out.

"Wha-? Oh! Sorry." Kennedy sheepishly let go of her and stood back, her hands clasped in front of her.

"It's ok. Come one, I'm one with the big tall glass of forgiveness at the moment." Willow said, a small smile spreading across her face as she held a hand to her side where Kennedy had just bruised her rib. She didn't mind though. She stood back and allowed the Slayer into her room.

As soon as Kennedy crossed the threshold, she spun back around to Willow and said, "I'm sorry Will! I…I was out of line."

Willow just took Kennedy's hand and led her to the bed. "Shhhh. Forgiveness now, apologies later." They kissed before shedding their clothes. Crawling under the covers, Willow sighed, "Much later." Kennedy had to agree.

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Although there were plenty of decent rooms to choose from, Buffy was just too wired to go to sleep. She patrolled the corridors for a while, aimlessly walking down one, and then another before journeying to the next, but that got old after a while, what with the tingles her Spidey-sense unleashed every time she passed Illyria, Spike, or Angel's rooms. And then there were the noises coming from Wood and Faith's room. That had sent her along at a very crisp pace. Then, strolling down the top floor, thinking she'd enjoy looking out the big windows on either side of the long corridor, she'd heard the same groans and grunts coming from Willow and Kennedy's room.

Eww.

And not like she cared, but did everyone have to be all flaunty with the love-making? Well, not everyone, but still. It was enough to remind her of her predicament. Here she was, stuck in a hotel with the two great love's of her life, Riley not withstanding, and she couldn't so much as smooch one of them without feeling painfully guilty about the other. It was torture.

Deciding that the safest place to go would be the lobby, where no wayward noises could reach her over-sensitive ears, Buffy headed on down. She sat on one of the armchairs and threw her legs over the side. Giving a sigh, she leaned her head back against the other arm and shut her eyes.

Couldn't they just agree to share her?

A goofy grin spread across her face at the thought of a threesome. Maybe if she just suggested to-

A sudden sound brought her out of her daydreaming. Light flooded her vision as the main door swung open and two figures stepped inside. Buffy squinted. The two dark outlines shifted into focus and she let out a gasp.

"Hey Buffy. Long time no see." Oz said with a wave.

It was a good thing she was already seated, because more than likely, she would have fallen from shock. She uttered a few syllables before the attractive blonde beside Oz took pity on her and said, "Hi! I know we haven't met before, but I've heard all about you from Angel and Oz here."

Buffy thought she might have gotten out a few more syllables before the woman elaborated. "I'm Nina, Angel's girlfriend."

Buffy stopped trying to formulate a response and just gave up. Her mind had stopped when she saw Oz. Everything else was just a dull roar. Somewhere in the static, she thought she'd heard the word Angel and girlfriend, but it was all too much.

Oz walked over to her and threw her a worried expression. "You ok Buffy? I…I know this must come as a shock, just showing up out of the blue like this, but when I ran into Nina and she filled me in on some of the crazies happening around these parts, I thought I should lend a hand, or paw. Whatever you need help with."

Buffy looked up at him. That was just about the most she had ever heard Oz say! Maybe it was an imposter?

"Is Willow here?"

Nope, Buffy thought as she slowly sat up. That had to be the genuine deal. Taking a steadying breath, Buffy started, "Oz." He nodded, waiting patiently for her to regroup. She tried again, with better results this time. "Wow. Umm…yea, it has been a while. And yes, I am one with the shock right now. Uh, Willow…is here. Somewhere. There are a lot of rooms." Nina looked at Oz, clearly worried whether or not they were dealing with a mental patient, but Buffy continued, "The big battle's over." She gave a shaky smile. "Sorry, I remember how much you loved them apocalypses."

"Oh." Oz stepped away a few paces. "Maybe I should head…"

"Don't be silly Oz! Everyone would love to see you. We're all just a little tired at the moment." She noticed the bags under his eyes and the holes in his worn out t-shirt. "Maybe you'd like a room for the day as well? You can basically take your pick." Buffy turned to Nina, remembering she was there. "Uh, who did you say you were again?"

"Nina. Sometime girlfriend of Angel." Buffy's eyes widened and she gulped.

"Uh-huh." She finally stammered.

"It's ok Buffy, I'm not even sure if he still wants me, I mean," she glanced at the floor and then back to the Slayer. "With you here and all."

Buffy felt a twinge of sympathy for the woman before shaking her head. "It's fine. I'm sure Angel would want you here too." Was she really saying this?!

Nina looked a little surprised as well. "Umm…thanks. Although I'm not too sure, the reason I left was because he kicked me out of town a few days ago."

"He probably just wanted to make sure you were safe." Buffy reasoned, recalling what she had tried to do to Dawn before the Sunnydale showdown.

"I could have handled myself. Last night's was full." Buffy gave her a confused look.

Oz clarified, "Moon. I found Nina in Long Beach last night when I was tweaking a speaker system for Devon. She had charged onto the stage we'd set up and began chewing on Jacob's bass." Buffy's eyebrows flew up.

"Werewolf," Nina said, gesturing to herself with a smile.

Buffy shook her head. "No, not that. Jacob's playing bass?!"

Oz sighed. "Yea, I had to sell mine to get to Nepal, remember?"

"Oh yea. That's right." Nina looked at the two of them oddly for a second.

"You really weren't kidding when you said you've been around," she asked Oz.

He shook his head. Turning back to Buffy, he asked, "I'd really kinda like to talk to Willow. Do you think she's already asleep?"

"She's not asleep." Buffy said, apprehension marring her face. She'd just heard for herself that Willow was DEFINITELY not asleep.

Oz, with his usual perceptiveness picked up on Buffy's growing fear. "She's not alone is she." He didn't even have to ask. The guilty look on Buffy's face gave it away. "Still with Tara?"

Buffy shook her head slowly from side to side. "Tara died a few years ago." This was so awkward. She wished Willow was here. Oh! Willow could be here! Concentrating, Buffy thought, 'Willow! You need to come down to the lobby right now!"

'What is it?' A disembodied Willow voice asked inside Buffy's head. She gave an involuntary shiver. Doing this never ceased to creep her out.

'Just come down.' She regretted not warning her friend. But what else could she do? Telling her Oz was back would be like telling her Tara was back. And who knew how Willow would react?

"Buffy? Buffy?" Oz was waving his hand in front of her face. Buffy snapped out of it and caught his hand.

"Sorry. Guess I…uh, spaced out." What had they been talking about again? Oh yea. "Tara was shot, and um…when she died, Willow kinda fell off the deep end. Xander and then Giles helped her out, but she had it rough there for a while. She even had to go to England for some therapy…sorta."

"I'm sorry." Oz said. "I obviously had some issues with her, but she seemed nice." Buffy nodded. She knew Oz was sincere. He had never been anything but. Well, maybe sincere and laid-back.

"Yea, she-

"OH…MY…GODDESS!" Everyone turned to where Willow stood riveted at the base of the stairs. She had a hand clutched to her mouth and her eyes were so wide, Buffy was worried they might fall out. Was that even possible?

Oz didn't say anything. He waiting for Willow to calm down and approach him, which she eventually did.

Her face was a mixture of shock, anguish, and something else that Buffy had been feeling all too much of lately, guilt.

When they were about an arms length apart, Oz slowly took in Willow's appearance. Buffy tried to remember the last time they had seen each other. Had Willow's hair been this long back then? She couldn't remember. At least it wasn't black now.

Oz raised an eyebrow at Willow's skimpy little nightshirt, but said nothing as his gave traveled slowly up to meet her eyes.

"Willow," He finally breathed.

Tears came to the Witch's eye as she stuttered, "Did…did you…"

Oz couldn't take it anymore, he closed the gap between them and enfolded Willow in his arms, gently hugging her to him and stroking her back. With her flaming red hair in his face, engulfing his sensitive nose in its familiar strawberry scent, he whispered, "Yea. I did it."

Nina and Buffy just stood there, watching the two for a while in awe before they finally looked at each other and nodded. Together, they headed up the stairs to give the couple their much-deserved privacy. Buffy, against her better judgment, would show Nina to Angel's room.

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Willow didn't think she'd ever let go of him. His familiar body felt so comforting. They stayed like that, entwined in each other's arms, just hugging. The shrill alarm of Oz's digital watch announcing the hour woke them both from their trance and they reluctantly pulled away.

Willow was the first to say something. "Are you sure this isn't like last time? You'd thought you'd had it then?"

Oz gave what could be considered a grin- no one else could ever tell, but Willow had studied his face for so long that the slight wrinkling at the corners of his mouth and the little spark that flashed in his eyes told her when he was happy- and said, "I'm sure."

Willow tried to contain her excitement. "I…" she shook her head. "It must have been hard."

"Well, I've spent the last several years perfecting what I was doing, but mostly, it's all mental." He then flashed her a real grin and transformed. RIGHT THERE IN FRONT OF HER!

Willow shuffled backward and concentrating, flew upward out of his grip.

Oz, the wolf, didn't do anything though; he just stood there, on two hairy legs and looked up at her. Then, as if she hadn't dealt with enough shock, he transformed back!

Still looking up at her, Oz calmly asked, "So, I guess you've been getting better at your powers as well?" Willow sheepishly hovered down.

"Uh…yea. You could say that." She took his hand and led him over to the chairs. "Have a seat, this could take a while." Oz sat down, and Willow had to bite her tongue to keep from squealing with delight. Oz was really here! Sitting beside her! He looked so cute and Oz-like that she wanted to reach over and kiss him. Wait… what?! Wasn't she over the whole male thing? Looking back at the scruffy, unbelievably adorable orange haired lycanthrope, Willow knew differently. She would always love Oz. He could be a she, a vampire, a demon, a wizard-actually, that would be kinda nifty-but it didn't matter! After discovering that she loved a werewolf, she had pretty much chocked it all up to Oz being Oz. He was just her special someone. She'd only ever felt the same way about one other person and she was dead. Willow then remembered Kennedy, her girlfriend at the moment who was currently keeping their bed warm. Ooops. Oh well, it's not like she and Oz had done anything indescribably bad by hugging each other…had they?

Seeing that Oz was waiting for her to continue, Willow cleared her thoughts and began, "Well, last time, I know me being with Tara came as a shock to you, but…"

"I'm sorry she died Will." At Willow's confusion, Oz explained, "Buffy filled me in a little. She said something about therapy?"

"Oh, uh…well…therapy is one way of putting it. After Tara was shot, I lost it. Before her death, I'd been losing control of my magic. I had become dependent on it. When she died, my last tie to control was lost, and I changed. My grief almost immediately transformed to anger and it possessed me." Willow looked down at her lap. "I killed a man, in the most brutal fashion possible. I hurt my friends and enjoyed doing it. I even tried to end the world, and if it weren't for Xander, being Xander, I probably would have." Willow glanced up, expecting shock, fear, or maybe even anger. Oz just laid his hand over hers though.

Willow continued, her voice a little choked all of the sudden. "After…that, Giles took me to England. I thought he took me there to kill me. I deserved it, Heck! I even wanted it! But instead, I was taken under the wing of some of the wisest, most gentle Witches on the planet. They taught me how to center my emotions and observe the magic all around us. Before, I had only grabbed the magic, now," she put her hand to the floor and lifted it, revealing a small bonsai tree sprouting upward toward her hand, it's tiny leaves unfurling, "I feel magic and I channel it. I can feel the connection between everything. Between this tree and Japan, between the floor and the earth," she pressed her hand downward gently and the plant withdrew until the floor looked exactly as it had. She then raised her eyes to Oz and in a quieter voice added, "Between me and you." They stared at each other for a long while before Willow came to her senses and continued, "After England, I went back to Sunnydale and helped out Buffy and Xander with the hellmouth. We closed it. And, I kinda changed the ancient Slayer prophecy a little."

"Because that's usually so easy."

"Ok Ok! It was a totally cool spell! My hair went all white with the good magics and I felt this incredible connection to…well, just about everything."

"Could you feel me?"

"I always feel you Oz." Clearing her throat, Willow quickly went on, "And now there are tons of Slayers running around. Every girl who had the potential to be a Slayer is now officially one of the club." She smiled to herself at that. What a club it was! "Anyway, after Sunnydale went all cratery, umm…one of the new Slayers and I went to South America."

"And you were worried you'd never get out of Sunnydale."

Willow grinned. "Oh, I've traveled. After spending a year, on and off in the Amazon, me and…Kennedy is the Slayer's name, came here when we heard Buffy might need our help with some apocalypse, and that's pretty much it."

"You said on and off, where else?"

"Here and there. Mostly to London and Rome. The new Watcher's council is in London, Giles is in charge of it now that all the other Watchers are gone." At Oz's questioning look, Willow said, "Had to do with the First evil and a bomb, but that's more than I want to get into it right now." He nodded understandingly. She missed how easy-going he was. It took a lot to ruffle Oz.

"And Rome?"

"Rome was to visit Buffy. She's been living there as of late. What about you? Still chanting away in Nepal?"

"Yea, among other places. I've been all over." He started counting his fingers. "China, Australia, Russia, Egypt-who, by the way aren't too fond of Werewolves- Morocco, Zimbabwe, Greenland, Alaska, and even a spell in D.C., to name a few."

"Well, I'm not topping that." Willow saw Oz give his Ozish grin. "It's so good to have you back."

His small grin disappeared. "I'm sorry Will. I never planned on seeing you. I was in the area, fixing Devon's sound system in Long Beach when this other Werewolf attacked. I wolfed up and kept her away from the populace until morning when she changed back. It turns out, she knew Angel and told me that some big battle was going down in LA. She begged me to take her back to the city, and I wanted to be of assistance if Angel needed some backup, so, as soon as I could help her into my truck, we hit the road and, here we are."

Willow swallowed her hurt. "Now that you know I'm here, are you going to stay?" She held her breath as Oz opened his mouth to reply-

When all of the sudden, a voice shouted, "WHO IS THIS WILLOW?!"

Willow sighed. Of all the dumb times Kennedy, why did you have to pick this one to interrupt?


	3. Chapter 3

**Caeruleum**

Episode 3: Lunar Tidings

"Oz, Kennedy. Kennedy, Oz." Willow introduced quietly. Kennedy stared in shock at the bewildered Oz, who was just sitting there, wondering what the hell was going on. Actually, Oz thought shaking his head, he had a pretty good idea.

Willow slowly rose to her feet and hesitantly walked toward Kennedy. The girl looked terrified. The look on her face reminded Oz of a caged animal awaiting its doom. He would have suggested to Willow to back off, but it was their business. It was obvious the girl was going to explode though. Sure enough…

"I THOUGHT HE WAS GONE!" Willow shuttered at the wailing scream her girlfriend had just let loose. She had to resist bringing her hands over her ears. Kennedy was now beginning to sob and looking thoroughly miserable. Betrayal was also a predominant theme.

Trying to use a soothing voice, Willow gently laid a reassuring hand on Kennedy's arm and said, "He came back to help out Angel, he didn't even know I was here." Kennedy finally met Willow's eyes. Good, she was finally getting through. Giving a light tug on the Slayer's sleeve, she urged her to follow her. "Come on baby. I want you to meet him."

Kennedy numbly followed. Oz slowly stood up and offered a hand. "Hi."

Kennedy looked like she'd just eaten slugs, but she managed to mutter a strained "Hello."

Offering her his seat, Oz looked to Willow for help, but she just shrugged. "I hear you're a Slayer. That has to be cool."

Kennedy nodded. She glanced at Willow, who was sitting beside her. Seeing her girlfriend was with her, and not seated next to the Werewolf made Kennedy feel a little better. Raising her eyes defiantly to Oz, she said, "Yes. It is." Just let him try to take Willow from her.

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"You must hate me." Nina said nonchalantly as they walked down the hallway.

Buffy glanced at her. "No." Wait, that wasn't right. "I mean, yea. I'm not thrilled." Realizing that had come off a little harsh, Buffy added, "But it's nothing personal."

Nina gave a little laugh. "Good to know."

They remained silent after that all the way to Angel's door. Buffy knocked and whispered to Nina, "I just left him here not too long ago, he's probably asleep."

No sooner than Buffy had turned back to the door, Angel opened it. He was wearing a cotton tee and boxers. The boxers had little bats all over them. Buffy had to suppress commenting.

Angel saw Nina and sported a very attractive 'deer-caught-in-headlights' look.

"Hi Angel. Surprised to see me?"

"Uh…yea. Surprised is good word."

Nina's eyebrows narrowed. "I'm liking 'idiot' at the moment." Angel winced, he knew she was just getting warmed-up. "How could you just ship me off like that! Do you think me that pathetic!? Like I couldn't have helped you!" Nina rolled her eyes. "But no! You always have to go and do the STUPID NOBEL THING!!"

"I'm…sorry?"

"Oh Angel! Don't apologize!" She pleaded, "Just tell me what comes next. Do you even want me here?" Buffy was beginning to like Nina. She was very direct, almost like Anya, only less ex-demony.

Being put on the spot like that, Angel fidgeted. His mouth opened, but it was a while before he spoke. "I…want you to stay." He glanced at Buffy before continuing, "I'm not sure where we stand, but you're more than welcome to stay here and help…if you want to. I'm restarting AI."

For the first time since seeing Angel, Nina looked happy. "Really? That's great! I'd love to help. And maybe, if Oz stays, he can help me to tame my furry side."

"Oz is here too?" Buffy could hear the hint of suspicion in Angel's tone. Interesting. This place was getting better than a soap opera. Speaking of which…did Spike still watch Passions? She'd have to ask him. Although, it wasn't like she was a fan or something, but still, her mom had enjoyed it, maybe…Oh! They were still talking-

"…And after that, he helped me into his truck and we drove here. Just got in a few minutes ago."

"Well, pick any room available. Some of them are in worse shape than others, but you might get lucky."

All three of them stood there for a moment, unsure of what else to say. Finally, Buffy gave a big fake yawn and retreated. "I just remembered that I never got any sleep earlier. I'll see both of you tonight."

Angel watched her go with a frown on his face, but there wasn't much he could do.

Nina saw Angel's dour expression and smirked, "Nice boxers by the way. I could definitely see you as the 'Dark Knight' type."

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A low growl emanated from somewhere to Wood's right. His grip on the stake tightened and he slowly tiptoed in that direction. The alley he was in was casting strange shadows in the moonlight and the trashcans could easily be mistaken for demons. Already he'd demolished four.

The growling continued. It sounded a little deeper than a vampire's, but that wasn't much of a comfort. Everyone had split up in order to cover as much of the sprawling city as possible, so he was on his own. Faith had been a little reluctant to leave him by himself, but he'd assured her that he'd managed to take care of himself for quite a while before he'd ever met her.

It sounded like it was behind the dumpster, and sure enough, a huge snarling creature jumped out at him. He didn't get a chance to properly ID it before it attacked. Its large canines and sharp claws tore into Wood as he desperately tried to jab it, but it was no use. He might as well have been hitting it with a rubber chicken for all the good his stake was doing.

The creature, whose thick brown fur was all Wood could see now, bit deeply into Wood's stomach. He let loose a blood curdling scream and tried to stagger away, but the thing had its paws wrapped around one of Wood's legs. He could hear the bones giving way to the creature's grasp.

"FAITH!!!" Even in his condition, he could hear the blood in his voice. Oh God…he was really going to die.

Panicking, Wood began to thrash wildly. His sudden renewed defense threw the beast off for a second, but only a second. It seemed to tire of playing with its food and using his huge jaws, clamped down on Wood's jugular.

In the second it took for Wood to lose consciousness, he saw images of his mother. She was slaying a vampire and had just dusted it. The dust cleared, and with a swish of her long leather duster, she turned to look at her little baby boy. She gave him a bright smile and said, "I've missed you so much honey, let's go home."

Wood closed his eyes and gave a sigh. Together at last.

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Spike was grinning like a madman. He'd run across a nest of fledglings and was having a blast toying with them. There were roughly ten of them and each thought he stood a chance of taking out the rebel vampire.

Spike would normally have just staked them in a minute or so, but he had been in a little bit of a mood before coming across them and was enjoying the fight. What little of it there was to be had at any rate.

It was all Illyria's fault he was upset. She just had to go and be all sulky when he'd come up to get her for the meeting. He knew she was grieving for Wesley, but he didn't expect her to actually grieve. She was actually showing emotion, and if he hadn't been mistaken, it looked like she had cried. Of course, by the time he saw her, no tears could be seen, but it had still come as a bit of a shock that she was capable of crying.

He'd found her on that big King size bed, looking all small, kinda curled up with her head facing away from the door.

When he entered, without even turning to look at him, she'd said, "Leave." That had been it. He'd made a few attempts to get her to come down, made some lame excuse that there would be plenty of demon activity to reek violence on and such (come to think of it, looking at the group he was sparring with, there was), but she just ignored him. Spike would have reminded her that he was her new guide and that she had better be a good girl and listen to him, but loathe as he was to admit it, he just didn't have the heart. He knew well the agony of grief and the pain of loss. Best to let her deal with it on her own. Although, it wasn't like he had much of a choice. She might have lost a significant amount of her power, but she could still hit like a Mac and he wasn't eager to have his jaw shattered. He was still tender from yesterday's events.

Speaking of which, his injured leg didn't completely support him when he tried to do a sweep, and he fell to the ground. One of the bigger fledglings, a linebacker sort, used the opportunity to snatch the stake from Spike's hand. Several of the others held him down and the giant leering oaf advanced on Spike sporting his own stake.

"Not so tough now, are you?" He plunged the stake downward at Spike's chest.

Spike ripped his right hand out of their grasp and grabbed the stake inches from his heart. Giving it a twist, he freed it from his assailant and dusted the two vamps holding him down. He then jumped to his feet and giving a satisfied smirk as his leg held out, he grinned, "Yea, I am," and then dived the stake into the goon's tiny heart. A look of surprised horror flashed briefly across the guy's face before he turned to dust.

Spike decided that that had been a bit too reckless, even for his taste, and chose to quickly take out the rest instead of drawing out the fight. He still wasn't at a hundred percent, not even close.

A minute later, the last of them was contributing to the dust on the now very dirty alley concrete. Spike decided to call it a night and headed back to the Hyperion. Halfway there, he heard a howl.

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"Did you hear that?" Buffy asked Faith as the two of them casually took out a swarm of demons. The fluid green monster Buffy was wailing on gave her an indigent look at being ignored. It was one thing to have your ass kicked by the Slayer; it was another to have your ass kicked by the Slayer when she's not even paying attention to you. He cleared his throat.

"Er-hem." Because of all the slime that he seemed to be made up of, it sounded extra flemy. Buffy gave a startled look, realizing that she was still fighting a demon and that he had the nerve to interrupt her.

Narrowing her eyes, she said, "Excuse me. Talking here. Just go back to what you were doing."

The demon didn't seem to pick up on her annoyance as he persisted in saying, "Getting the snot punched out of me?"

Buffy rolled her eyes. Enough was enough. Who did these LA demons think they were anyway? She pulled out her trusty Mr. Pointy and staked him all the way through what she assumed was his chest. Something struck true and he killed over. She bent down to extract her stake and it emerged covered in green slime.

"Eewwwww. He wasn't kidding." She gingerly wiped the stake on the ground until most of the excess snot was off of it. Faith came up behind her.

"Oh come on B! Are you really afraid to touch your stake just because it has a little slime on it?" Faith swiped the stake from Buffy's fingertips and dangled it in front of her. "It's a nice stake. Maybe I'll keep it."

"That's not funny. You know that's the only thing I have left of Kendra." Buffy reached to grab it but Faith kept it just out of reach. Buffy growled, "Give it back Faith, or I'm…"

"Gonna what? Annoy me some more with how complicated your life is and how you just can't decide which vampire you love more and yadda yadda yadda?"

Buffy lunged for the stake again. "Keep it up and I'll do more than that. I'll…" Buffy appeared to be in deep thought. Finally, inspiration struck, "Tell Wood that you slept with Xander!"

"Big Whoop. Wood already knows I've fucked pretty much every guy he knows and then some."

"Some?" Disbelief be thy name, Buffy thought with a snort.

"Ok, so a lot. Point is, he wouldn't care. I'm telling you, we're like this." Faith pinched her fingers together in her other hand.

A soft howl was heard in the distance.

"There it is again. I asked you earlier, when I was taking out Snot-boy over there," Buffy gestured to the prone pile of slime that resembled a body, "if you heard a noise. That was it."

"I might be a little rusty with that one, but it sounds to me like a werewolf. You don't think…" Faith drifted off uneasily.

Buffy quickly reassured her, "No no. Angel made sure to show Oz and Nina the basement cage in that wrecked W&H building. I saw them go in there, and I saw Angel lock the cage. It's not them."

"So, we have an unknown werewolf somewhere out there painting the town red…literally. Should we try to find Angel?"

"To get some tranquilizer guns?" Faith nodded. Buffy continued, "Well…uh…Angel could be anywhere out there. But he probably kept some tranquilizer guns at his law office for Nina and whatever else they dealt with. We should probably hit up that place first."

Once arriving at the newly demolished wreckage of the Wolfram&Hart office building, the two Slayers made their way carefully through the debris and paused in the forayer for a second for Buffy to get her bearings. The lower level proved moderately easy to find and the only words uttered between the two was when Faith exclaimed, "Nice digs," as they passed the front desk and some of the cracked marble pillars.

It was difficult to see in the basement, if the extensive lower levels could be called as such, but both girls found it easy enough with their heightened night vision.

"I don't hear anything." Buffy whispered as she cautiously walked toward the vertical lines that made up the row of cells she knew to be there.

"Are they there?" Faith asked directly behind Buffy. The blond Slayer gave a yelp and jumped.

"Don't do that!"

"Sorry. So, are they there? 'Cause I'm definitely not sensing any furry badness from the cages." Buffy double-checked. Sure enough, Faith was right, the cells were empty. Groping along the cell, she found the door and the padlock. It was broken.

She handed the shredded padlock to Faith. "This is so not good."

Faith walked back toward the light and the basement exit. She stopped beside a long box positioned on the wall. "Bingo."

"Tranquilizers?"

"Straight up." Faith easily ripped open the lid and grabbed two guns and some ammunition. "Looks like we're hunting tonight."

"What else is new?" Buffy said glumly as she reluctantly took the gun. "These things," she rattled the dusty gun a little. "Never good."

"Cheer up B. It could be worse."

"Yea, how?" They made their way out of the building. Buffy kept fidgeting with her ammunition until Faith finally heaved a sigh and grabbed it and her gun away from her and loaded it. She tossed it back to Buffy with a smirk.

"You could be Willow, and dating Kennedy."

Buffy gave a shudder. "Blah!" She shook her head and stuck her tongue out. "I try to be supportive of Willow's whole gay thing, and I liked Tara alright, but Kennedy? What the hell does she see in that little brat?"

"Ouch. That was harsh B!" Faith lightly slapped her back. "Didn't know you had it in you."

"Uh. You know what I'm talking about. She's insufferable, and I don't even see her that often! But I don't want to talk about it. Let's just find Oz and Nina before they get someone killed."

"Lead on McBuff."

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The first thing Spike saw as he entered the Hyperion was a very disgruntled looking Oz. The two eyed each other for a second before Spike walked up to him. He noticed the rips in the Lycan's clothing and the gashes on his arms and face. He'd only ever met the guy earlier that evening as 'fearless leader' Angel shipped them off on their assignments. He'd seen him and heard tell of him from way back though, and the bloke seemed nice enough. Certainly a cool-headed type in Spike's opinion.

"What are you doing back so soon mate?"

Oz's usually laid-back continence seemed slightly off as he replied, in his usual even-keel dialogue, "There's a problem."

Spike raised an eyebrow, waiting for the shorter man to reply. When he didn't, Spike implored, "Care to elaborate?" Just then, a thought struck him. "Hang on a sec, aren't you supposed to be in that cage gnawing on the metal or wrestling with Angel's blonde puppy?"

"That's just it. Nina completely lost it inside the cage. She snapped the padlock in her jaws and tore out of there. I tried chasing her, but I lost her when she took to the roofs."

"Huh. Well, that can't be good. Reckon we ought to track her down then?"

Oz nodded and they began toward the door. A voice from behind them turned them around however. "I shall assist. I am grown weary of mourning." Illyria said imperviously as she marched over to them. 'Well,' Spike thought, 'that was quick.'

"The usual mourning period is about six more months luv." Spike said with a small smirk.

For her part, Illyria looked slightly disgusted. "I have no desire to feel that way for the duration of that time. We will 'wreak violence' as you previously suggested." Oz looked oddly at Illyria a second before shrugging. Illyria regarded him for a second, as if just noticing him and turned to Spike once again, "This creature wears a disguise just as you and I, what manner of being is it? I do not recall any such creature in the time I ruled." Oz raised an eyebrow at Spike, clearly searching for an explanation.

"Old Ozzy here is a wolf boy." Spike said, thumping Oz on the back. Oz lurched forward a step from the playful blow and recovered, looking at the blue demon before him with a neutral expression.

"Oz is fine."

Illyria cocked her head, regarding the easy way Oz took in her commanding presence. Finally, she straightened her head and blinked once. "I am Illyria, God of the Old Ones." She turned back to Spike, her eyes especially bright with an icy gleam. "He is agreeable to me. Do you still wish to retain your position as my guide?"

Spike sputtered. "Bloody hell Blue! Get a grip!" If it was possible, Spike thought he saw the hint of a smile on Illyria's blue tinged lips. He gaped at her for a second before continuing slowly, "You weren't…uh, trying to be funny, were you Blue?"

Illyria's Mona Lisa grew to a haunty smirk that Spike couldn't help but appreciate as she replied, "I never have to try vampire." With that, she marched past him and Oz and proceeded out the doors as if the red carpet awaited her.

Oz and Spike stood there for a moment. Oz turned to Spike. "Is she always like that?"

"Pretty much."

"Ok."

When the two had caught up with her, she turned to Oz. "Show me your true form." Oz shrugged slightly and obliged. If Illyria was at all startled by his transformation, she didn't show it. Instead, she shifted her gaze from the Werewolf Oz had become and looked up. Her expression inscrutable.

Spike followed her gaze and gave a start. There, high above them, on the roof of the nearest building, reared another Werewolf, its snarling scream gaining Oz's attention now as well.

"Another of your kind." She stated, oblivious to her nearness to Oz's bared fangs, or perhaps just unbothered by them.

Oz quickly morphed back. "I'm going to lead Nina back to the law office cages. She'll follow another wolf. You two hang back just in case." He then wolfed out again and leaped nimbly up a fire escape, drawing closer to other agitated wolf.

Illyria looked slightly affronted at having been ordered, but she said nothing. She and Spike began sprinting down the road, their necks craned to catch glimpses of the Werewolves as they dashed from roof to roof, Oz in the lead, followed by the other Werewolf who seemed intent on tearing the creature in front of her into bits.

Spike and Illyria ran perfectly in synch, their quick precise strides meeting each other's as they sped down the ghostly empty streets. Spike began panting, out of habit and Illyria spared him a quick look. Spike continued his needless huffing and gave her a grin. She turned back to the rooftops where Oz had just made a spectacular ten-foot leap between two buildings. Nina followed, but didn't quite clear the gap as effortlessly and had to scramble for a few seconds before finding her grip and pulling herself onto the roof of the next building. Oz gave a low growl and she quickly engaged in her pursuit once again.

Quite suddenly, another Werewolf leaped directly in Spike and Illyria's path and they were forced to roll to either side to avoid colliding with it. Oz and Nina didn't appear to notice the newest arrival and continued their mad dash above the city. The wolf snarled at them and made to attack Spike, who was nearer. Illyria deftly grabbed it by the tail and swung it around into the wall of a convenience store. Spike quickly jumped to his feet and joined Illyria at her side. The Werewolf shook its head, trying to clear it from the blow and shakily rose on its haunches. Illyria stepped forward eagerly, but Spike put a hand on her shoulder and muttered, "No killing Blue."

The Werewolf continued to stare them down as Illyria turned to glare at Spike. "What do you mean, 'no killing'? I thought this is what your leader and you endeavored to accomplish each night." Her voice was as cold and robotic as ever, but Spike could sense some underlying frustration.

"A Werewolf is only a wolf three times a month. The rest of the time, the little fur brains are human. It wouldn't be fare to kill something with no control over its monster."

"But your kind is killed constantly, and without remorse. What is the value of a human life, when it endangers others of its pathetic kind?" The Werewolf grew tired of their conversation and launched itself at Illyria. She ducked its fangs and wrapped her hand around the creature's throat, hurling it backside first into the wall and pinning it there. She then turned back to Spike as if nothing had happened and waited for him to answer her.

"Yea, but Vampires, in most cases anyway, have no hope of leading a decent, white picket fence, 'honey I'm home', 'what did you do today at school kids', wife kissing, bored to tears, mortal life." Illyria looked at him uncomprehending. Spike continued, rolling his eyes, "Whereas, Werewolves can accomplish all of this rubbish most of their lives. They just need to be locked up all safe on full moon nights."

Illyria stood there, her hand locked in a strangle hold on the Werewolf for a few seconds, regarding Spike unblinkingly, as was her custom. Finally, she gave a blink and said, "I do not understand your reasoning, but I trust your odd judgment in this predicament." She then drew her other hand back and before Spike could even attempt to stop her, she punched out the Werewolf in the face. The wolf dropped limply from her now slackened grip, unconscious.

"WHAT THE BLOODY HELL WAS THAT FOR!?" Spike screamed as he checked the prone wolf for a pulse. With a relieved sigh, he came upon it.

Illyria backed away from Spike and the wolf and said evenly, "We shall now be able to take it to Wolfram and Hart where the pleasing 'Werewolf'," she said the word delicately, testing it out, "and the other of his kind are running to."

"Oh, err…good thinking." Spike heaved the hairy Lycan over his shoulder and began toward their former office building. Illyria watched him go for a second before following.

"You are not fully recovered." Illyria stated, breaking the uncomfortable silence.

"Yea, what of it?" Spike glanced at her, noting the way she gingerly moved beside him. To the casual observer, her change in gait from her usual purposeful stride was unapparent, but Spike could tell the difference. Even when they had been running, he'd noticed it. The fact that she had been keeping strides with his wobbling sprint had been evidence enough. "Neither are you."

"I am stronger than you. Why will you not permit me to carry the creature?"

"One, I'm getting a little wigged about your obsession with Werewolves. Two, I'm as fit to do this as you. And three, it would just kill my manly pride if Angel or Wood saw you carrying it and me just prancing along beside."

"Your pride matters little to me."

"So you'll be a good girl on account of my wiggins?"

Illyria shot him a quick glare. "You are-

"Ruggedly handsome and charming?"

"-Infuriating."

"Same difference." Spike retched his gaze away from her and looked to where a sudden movement had attracted his attention. "What is that?" He asked, nodding his head in the direction of two indistinguishable shapes running their way.

Illyria ignored him and rushed off to meet the oncoming foes. Spike sighed in exasperation and quickened his pace, shifting the wolf slightly to relieve his right shoulder.

A dart shot out and came within a hairsbreadth of Illyria before she caught it in her hand. The two figures came fully into her view and she relaxed her stance at seeing the two Slayers.

Buffy was the first to reach her. She gave an apologetic grin and grabbed the dart from Illyria's hand. "Sorry about that. We thought you were a demon, err…uh, a demon that isn't on our side anyway."

Faith and Spike caught up to the pair and Buffy's attention focused on Spike's load. She turned to Faith, "Well, guess we won't even need these." She bent the gun and tossed it into a nearby dumpster.

"We could still have used that B!" Faith said, seemingly scandalized.

Buffy ignored her and addressed Spike. "You taking it to W&H?"

He nodded. "Yea, Oz found Nina and is luring her there as we speak." His expression softened at Buffy and he added, "Did you run into any trouble?"

Illyria grew bored with their conversation and interrupted before Buffy could open her mouth. "We should hasten there as well."

Buffy turned, somewhat annoyed, to Illyria, but before she could say anything, Faith spoke, "Well you heard the chick. Let's go!"

Buffy shot a dirty look at Faith as well, but nodded. The four of them sped off down the street, Illyria bringing up the rear, her eyes fixed heatedly on Buffy's back.

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"Isn't there anything you can do?" Angel asked Willow from his position kneeling next to the prone Wood. He'd been relieved to find a slight pulse in the mangled mess that had formerly been Wood's neck, but by the man's smell, he could tell that he didn't have much time left. He was pretty much gone.

Willow unwrapped her arm from around Kennedy's shoulders and assessed the extent of Wood's injuries. Kennedy hand remained clasped over her mouth where small sobs could be heard. Finally, her voice grim, Willow said, "I can do a few healing spells, but I doubt it'll do any good." Before she'd even finished speaking, her hands began to slowly hover over Wood's gash on his jugular and a stream of brilliant white light emanated and spread leisurely over his neck. The magic glowed blindingly for a second before receding, leaving only red, agitated skin beneath it.

She did the same for his leg and stood up, brushing her hands off on her jeans. "That's all folks, only Wood can save himself now."

The three stared at Wood a second before Angel bent and gently picked him up. Willow wrapped her arm back around her girlfriend and they journeyed off to the Hyperion, hoping Wood would still be alive by the time they arrived.

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"What kept you?" Oz said, his back on the cage door, fighting to keep it shut on the snarling Werewolf they assumed to be Nina.

"We ran into another of your kind. Your breed appears to be abundant." Illyria said as she walked up to Oz. She put her hands on the cage beside him and pushed. "You may rest. I shall keep this creature contained."

Oz gave her a confused look, but shook it off and vacated his position, tossing her a casual, "Thanks," over his shoulder.

"Bring that one over here Spike, I think this one is still usable," Buffy shouted through the dark.

Spike dropped the Werewolf unceremoniously into the cage and Buffy fastened the lock. They found themselves alone, completely in the dark, staring awkwardly at each other barely able to distinguish the other's dim outline. "Just wanted me to yourself eh?" Spike finally said, trying to break their uncomfortable silence.

"Get a grip Spike!" Buffy huffed, but Spike thought he saw a smile on her face. He couldn't be sure though, it was so damn dark.

He decided to play it safe. After all, he wasn't her whipping boy anymore, might as well act like it. "Sure Slayer." And he walked back over to the others, leaving a stunned Buffy in his wake.

Buffy let out a frustrated sigh and followed him.

"So what's the plan Wolfboy?" Faith asked Oz as she carefully placed her tranquilizer gun back in its box by the door.

Buffy muttered darkly, "Oh sure, she's careful with the gun!"

Everyone ignored her. Oz looked at Faith. "We should probably split up. Half of us go find Angel and Willow to tell them what happened, and the rest of us stay here and make sure Nina and this other fellow don't get out."

"I will keep my position." Illyria stated.

Spike rolled his eyes at her and addressed the group, "I'm staying as well. Can't let Blue scare Nina too bad when she comes out of it."

Illyria shot Spike a dangerous look. "The female Werewolf will not fear my shell. You wish to stay because you are bothered by my attentions being directed at someone other than you." Like a demonic bird, she tilted her head in what Spike had deduced was her usual manner. "This is jealousy, correct?"

Spike was now glaring. "That was below the belt Blue." He couldn't help sneaking a peek at Buffy though. She was staring at him with a strange look on her face. Spike inwardly winced. Of course she'd get all bent out of shape over nothing! So what if he loved her even when she only had moon eyes for Angel? Still though, the thought that Illyria might be making her feel jealous over HIM. This was fun. Might as well milk it. "Yea, you got the green-eyed monster down pack luv, but keep in mind, I am your guide-ly vampire, so you ought to be a little nicer to me." Illyria continued staring at him, unblinking. "But you're a big girl Blue, like whoever the hell you want to like."

"You assume too much white haired one."

"OH! SO WE'RE BACK TO THAT THEN!?"

"Uh, Buffy, Faith, why don't you two go look for Angel and Willow. They're obviously going to be a while here." Oz said quietly to the two Slayers. Faith smirked at the two demons arguing, well, on Spike's part anyway, and nodded. She turned to exit.

Buffy looked a little more unsure, but seeing Faith leaving her, she followed suit, glancing over her shoulder to shoot one last, perplexed look at her bleached, soulful vampire.

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"Anything you want to talk about B?" Faith asked casually as they journeyed through the city. An occasional car would race by, but besides that, the streets were fairly empty. Of course, it helped that a lot of people had evacuated the city during the apocalypse.

Buffy was staring blankly down at the ground, her arms crossed against her chest. She looked up at Faith. "Huh? Did you say something?"

Faith gave her a knowing look. "Oh, nothing."

"Do you think maybe we should head back to the Hyperion and wait for the others there? This city is way too big to search through all of it."

"Sure." They changed directions and walked in silence for a few minutes.

Buffy's raging thoughts grew stifling in the silence, and finally she exploded, "I CAN'T BELIEVE HIM! SHE'S BLUE FOR GOODNESS SAKE!"

Faith arched an eyebrow in her direction. "Feeling better?"

Buffy gave her a 'go to hell look'. "Much."

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"He looks so bad!" Kennedy cried as she patted Wood's forehead with a wet towel. Willow could only nod as she looked down at the former principal. His gasps were coming with great effort. She wasn't sure which would be his last.

Angel entered the lobby with a cell phone to his ear. "Yea, I'm glad to hear it…you too. Bye." He flipped it shut and walked over to them. Willow glanced questioningly at his cell. "Oh, that was Connor. He drove over to the UCLA campus this morning and was just telling me that his dorm and everything is all set." Willow nodded. She thought it was kind of cute how good a dad Angel was becoming. "Any improvement?" Angel asked, looked down at Wood.

"Afraid not. I was thinking of taking him to the hospital, but I'm not sure what they could do."

"WILLOW! How can you say that! The doctors know way more about medicine and stuff than you do!" Kennedy took in a steadying breath and continued in a calmer voice, "Maybe they could think of something that you left out."

Willow was slightly affronted by this disregard of her knowledge, something she prided herself on. But still, that annoying shred of doubt wafted through her mind, reminding herself that she wasn't a doctor. If Wood died, and they hadn't tried everything possible, she knew her conscience would tear her apart. "We could try it, but the trip over there might just be the straw that broke the camel's back here. I don't know if we can risk it." Trying to reassure both them and herself, she added, "Plus, my magic did everything the doctor's would have been able to, now it's just up to Wood to handle the shock."

Angel gave a grim nod. "I just hope you're right."

Before anything else could be said, the door burst open and all three of them turned around to witness Buffy and Faith entering the hotel. The two Slayers stopped cold in their tracks at the sight of Wood lying motionless and ashen faced on the couch.

Buffy tried to wrap a comforting arm around Faith, but the dark haired Slayer shook her off and continued to stare at her lover. Finally, in a voice so low and deadly that even Angel winced, Faith slowly asked, "What did this?"

Willow began cautiously, "We're not really sure, but-

"We think it was a Werewolf." Kennedy interrupted, looking pleased with herself.

Buffy, Angel and Willow mentally cursed. That was the absolute worst thing to say to Faith right now. Before Buffy could try to stop her, Faith whirled around and sprinted out of the building. Buffy screamed after her to wait, but Faith was possessed.

All three of them turned to glare at Kennedy.

"WHAT?!" Kennedy said in confusion. "What'd I say?"

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Faith knew she was out of her mind, even as her feet methodically pounded down the asphalt from the way she and Buffy had just come only moments before. Everything around her seemed so surreal. The colors were duller, and slightly blurred together, as if a dark cloud had come in, smothering all. And sounds, such as a passing car or the person shouting something across the street, they all seemed so pinched, so painfully acute. It was a strange sense of dull awareness that had engulfed her. So lost in her own head, Faith didn't even notice when the tears began to slip softly down her cheeks.

Had one face ever meant more to her than the dark-skinned, chocolate eyed, brilliant white-toothed smiling one of Wood's? She didn't think so. Wood was her savior, the one that stayed with her, no matter what stupid shit she pulled. And damn, if he wasn't the best lay she'd ever had!

GOD! He couldn't die!

But so help every last Werewolf on this planet if he did.

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He had to hand it to her, she could be stubborn. Stubborn as a bitchy glass-eyed mule. As if this whole thing was his fault!

He glanced over to her, still trying to understand why she would be acting more and more like a real woman with every passing hour. He was starting to like the cold-shouldered ice queen better and better. At least that Illyria wouldn't have pitting Buffy against him like that. And just what the bloody hell was that all about anyway!

Illyria stood with her back to him; still holding the cell door against the onslaught Nina was giving it.

A shifting to his left brought Spike out of his thoughts. Oz was sitting up. Apparently, a figure was running down the stairs. A woman, Spike saw as she neared, that looked a whole lot like Faith. Only, it couldn't have been Faith. Faith was a she-devil, a rebel. A badass. The girl dashing towards them, as if the flames of hell were licking her heels was a creature possessed of anguish.

The tears clinging to her cheeks had smeared her mascara, and the wild look in her eyes was almost frightening, that was, if it wasn't so miserable looking.

Spike scrambled to his feet and tried to catch her as she darted past, her destination obviously the unconscious Werewolf in the cage behind him. He caught her hand and spun her around. Her velocity made it such that she turned quite hard, and they both went down. Spike rose to a sitting position before she could spring up and put his hands on her shoulders to better steady both of them.

Illyria, who was forced to remain in her position or forfeit Nina's imprisonment, tilted her head and regarded the dark Slayer with something akin to distain.

"She wishes to destroy the Werewolves."

"I got that Blue." Spike rolled his eyes and took a deep breath. Faith was so messed up right now; he probably wasn't any safer than the doggies. "What's the matter luv? You seem a touch spooked." Yea, that ought to do the trick. Nice and easy.

Faith punched him.

"Bloody hell." Spike moaned, trying to shake the stars from his eyes. His grip only tightened however, even as she began to thrash and kick.

"LET ME GO! THEY DID THAT TO HIM!!" Faith screeched. Spike had to resist wincing. Instead, he pulled her to him in an awkward embrace. He made the soft soothing murmurs he often gave Dru when she had seen an act of kindness foretold by the starry night ceiling of whatever hovel they happened to be staying. Faith continued pounding him, but now, her tears were coming more freely and her blows were becoming less painful. In a sobbing, scratchy sounding voice, Faith cried, "They did…that to him."

Spike asked, in a tone barely above a whisper, "What did they do luv? To whom?" Although he already had a pretty good idea. Apparently, Oz did as well. The Lycan slowly approached the two and put a reassuring hand on Faith.

"Will Wood be alright?" Oz gently questioned.

At realizing Oz was there, Faith exploded. She violently shoved Spike away and flipped to her feet. She clasped her hand around Oz's throat in a death grip and with eyes glassed over in rage hissed, "No, he won't. Just like you three aren't."

Spike rushed to Oz's aid, but using her other hand, Faith backhanded him. He careened into a cage. Unfortunately for Spike, the cage happened to be the one Nina was endeavoring so hard to be free from. Ignoring her barrage on the door, she shuffled over to the collapsed Spike and put her furry arms through the cage bars in an effort to strangle him. Illyria calmly walked over to him and wrenched the she-wolf's claws away from his pale neck. He gave her a thankful look, to which she acknowledged with a nod. Nina had other ideas than watching their exchange however. She used the moment to leap back over to the door which she shoved open and sped through.

Illyria took off after her. Spike rubbed his neck and jumped to his feet, running to the tranquilizer box and liberating the gun Faith had been using. He then joined Blue in the chase, praying to whatever higher being was listening at the moment that Oz could handle the Slayer himself.

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Oz tried to center himself through the pain. It was difficult, especially considering the only thing he wanted to think about was how he was losing oxygen and about to die, but with the resilience born from years of quiet meditation, he curbed his overwhelming instinct to attack and bite her.

Instead, as he seamlessly transformed, he made only defensive moves and was able to wriggle out of her grasp. Now Faith and he were squared off at each other. He expected her to make the first move, and he wasn't disappointed. She flew at him, swifter than he would have thought possible. They exchanged blows for a few minutes. Oz trying not to hurt her when at all possible and she not returning the same kindness. He was hanging on by a thread and desperately praying for the others to show up when she landed a stunning blow to his furry jaw and then kneed him viciously in the stomach. He doubled over, knowing that she was so blinded by whatever had happened to Wood, that she probably wouldn't even think twice about killing him.

He waited for the killing blow…and waited. A few more seconds passed and he looked up. His heart sunk.

The other Werewolf had awoken. Its sudden snarls must have been what saved him as Faith had sought him out instead. She had literally ripped the cage door off its hinges and the two were now engaged in a sickeningly deathly form of combat. Oz fell to the ground in pain and despair. There was no way this would end well.

Just as the encroaching darkness of the Wolfram&Hart basement overcame him, Oz thought he saw a flash of red hair and heard a whispered plea from his beloved Goddess.

When Oz awoke, he found himself a familiar position. His body was exactly as it had been when he'd passed out; only he'd reverted to his less-hairy exterior. The only thing that had changed was that his head was now lying comfortably across Willow's lap. One of her hands was gently running through his hair and her anxious green eyes were peering down at him.

"Hey."

Oz blinked a few times, confirming that he was indeed in Willow's lap and he wasn't just imaging it again before he struggled to a sitting position. He noticed that Willow still had one of her arms wrapped protectively around him. He resisted pulling her to him and instead looked around.

Angel and Buffy were sitting nearby with a bleary-eyed Faith seated between them. Each of them had one arm around her and her head hung listlessly against Angel's broad chest. He could see Buffy's lips moving as she said something quietly to Faith, but even his wolfy senses couldn't pick it up.

His gaze traveled slowly beyond the three and he was left staring at the still, prone body of a young man, probably only slightly older than Conner. The youth had a stake lodged through his heart and a terrified expression on his face. Oz noticed that his sandy-blonde hair was also matted with blood. He'd had his head bashed in before he'd been slain.

Oz looked away and met Willow's concerned face. "Hi," he finally said back.

Willow's unblinking watery gaze was a little disconcerting. Finally, she wrapped her arms around him and pulled him close, the very thing he'd wanted to do to her. "I was so worried about you!" She breathed into his ear. He slowly allowed his arms to enclose around her back.

Not long enough for either of them, Willow grudgingly pulled away and held him at arm's length. She hastily wiped away a stray tear and said, "It's dawn. You've been out for a little while." Willow saw his eyes drift to the opened cage where Nina should have been. Answering his unasked question, she said, "We ran into Spike and Illyria as they left chasing Nina. We all agreed to meet them here once they found her." Oz nodded and moved to stand up. Willow held firmly to his shoulders however. He gave her a confused look. Licking her lips, Willow's nervous chatter came front and center as she said, "Uh, Wood was in pretty bad shape, so we had to leave someone to look after him."

Oz gave a decidedly wolfish grin at that. "I take it Kennedy was elected to stay against her will?" Willow nearly blushed.

"Well…sort of…yea." They stared at each other for a while. Finally, Willow did what she normally did when around Oz, she rambled. "You've got to understand Oz…after Tara died…I didn't think I could live. I mean, first you and I are doomed to never again be near each other, and then Tara gets shot right in front of me. I guess I kinda…fell apart. I almost destroyed the world." Oz put his hand against her flaming red hair and she shivered. She bit down her sigh and went on determinedly however, "When my whole veiny phase was finished, I met Kennedy. I don't love her. But she's been good for me." Oz began gently rubbing her cheek with his thumb. Willow closed her eyes and leaned into his touch. Just as their heads leaned in towards one another, Willow gasped and turned away. Oz released her and drew back as well. "I…I…I'm sorry Oz! I can't do this. It's not fair to Kennedy."

Oz looked away and took in a deep breath. When he turned back to her, his eyes were firm. He gave her a solemn nod and gingerly rose to his feet. He offered her a hand up. When they were eye to eye again, he said quietly, "It's ok Willow. I get it." He gave her hand a slight squeeze. "Just remember that I'll always be here for you." He then dropped her hand and walked out the basement, determined not to look back.

He wouldn't be able to do anything good down there. Faith wasn't ready to apologize to him yet, and Willow wasn't ready to love him again yet. He might as well do something productive and try getting a doctor to Wood.

He set off alone down the cracked sidewalk past the manicured bushes that had once adorned the immaculate lawn in front of the great firm. The light hues of dawn fell on his back and he glanced down to see his shadow. It looked lonely.

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Several hours earlier

"I do not know what the shell of this female, Nina, looks like in human form." Illyria stated as she and Spike walked down the alleys and roads of Los Angeles, the sunrise fast approaching.

"It's ok Blue-bell. Just means you'll have to stick with me is all." Spike said as he surveyed the rooftops and the occasional open window.

Illyria looked at him, expecting him to motor mouth as he usually did. When she saw he was almost ignoring her, she grew silent and watched the full moon as it began to set.

She wasn't worried about finding the Werewolf. The creature would become human and find them as soon as the sun broke. Most humans were safely indoors now as well. She wondered why Spike was so anxious to find her.

"Why do humans grow attached to one another?"

Spike stopped looking around and stared at her. He thought a second and then replied, "I suppose it's because we find life, or uh…un-life…to be exceptionally boring if we don't have someone to share it with. What did you used to do back in the day luv? Surely you had some consorts of some kind?"

"I had my Qwa'ha Xahn. He was my priest, my advisor, my…consort."

"And what happened to Mr. Allpurposeman?"

"He was assassinated. When I was journeying on a different plane, my demon underlings plotted against me and killed all who they knew loyal to me. I was informed that he died well."

"Did you feel sad when he died?"

Illyria looked up at Spike then. Her icy eyes drilled into his until she broke the gaze and then they slowly shifted ahead of her once more. "You no longer have your clipboard. Why request such irrelevant matters?"

"Curiosity killed the cat."

"Then why are there still felines roaming the Earth?"

"It's an expression luv. Means I just wanted to know for the sake of knowing."

"Very well… Yes."

"Huh?"

"Yes. I felt momentary grief at his passing."

"That's it? 'Momentary grief' is the best you got?"

"I do not feel things as you do. His loss saddened me, but only because I was no longer able to seek his council."

"Sure." Spike had mastered sarcasm at a very young age, and enjoyed using it whenever possible.

"You do not believe me." Spike nodded his head. A 'duh' expression adorned his chiseled face. Illyria was growing frustrated now. "I. did. not. mourn. his. loss. I don't recall if I even missed him. Of greater concern at the time had been my betrayers."

Spike nodded as if he agreed and went back to scouring for the Werewolf. Illyria sighed. "I did…however, grieve for Wesley, as you are aware."

Spike looked back to her. Something in his gaze softened. "I know Blue. Fred loved him a great deal. It's only natural you'd feel the same."

"Fred's emotions are irrelevant. I grew…attached to Wesley of my own volition."

"And he wasn't too fond of that, I'm sure." Illyria dropped her gaze.

Anger came into her eyes and her fists clinched. "Why did he reject me!? What right did he have?"

Spike grabbed her leather-clad arm and stopped her. "We've been through this before luv. Wesley loved Fred. He couldn't forget her so easily, and innocent or not, you are what killed her."

Illyria looked as though she'd been slapped. She retched her arm away and glared at him. "I wish they had never freed me from my tomb. This world holds nothing for me but pain and grim reminders of my destiny never to be fulfilled." She spun on her heel and marched away from him. Her blue curls bouncing in her anger.

Spike rolled his eyes and chased after her. He caught up to her and stood in her path.

Illyria continued to glare at him for a second before her demeanor shifted and she began to wickedly leer. "Get out of my way Vampire."

Spike recognized the fire in her eyes, and it wasn't all rage. He took a step closer and smirked. "And just what are you going to do about it?"

Illyria tilted her head. What was he insinuating? "You forget your place. I could break you in two."

Spike shuffled even closer to her. She could now smell the nicotine and the leather of his duster. She could see the blue of his eyes. "You're the one who's forgetting luv." He invaded her personal space and leaning down, whispered lowly in her ear, "Wesley wasn't the only one who loved Fred."

Illyria shoved him back with enough force to make an indention in the brick wall where he landed. He fell to his knees and shook his head, the second time in as many hours that he found himself trying to clear the stars from his vision.

He heard footsteps approaching and tried to concentrate as multiple Illyrias began swimming into focus.

Illyria lowered herself to his level so they were eye to eye. She then closed her eyes and threw her head back, as she morphed into Fred Burkle.

"Spike!" The sunny voice and smiling face of the Texas physicist met Spike's gaze as he finally cleared his head.

"Illyria. Stop it."

"What's the matter Spike? Don't cha just looove Fred? Just like everyone else apparently." The Fred-looking Illyria stood back up and put a finger to her lips in mock thought. "Hmm…I never really noticed it all. The only one I ever wanted was Wes." She glared down at him then, the magic that Fred might have actually been standing in front of him was lost as he looked on at her enraged face. Fred had never been good at striking fear into his heart. Illyria sure was though. In a sickly sweet voice, she went on, "What's the matter Spike? Cat got your tongue? Does it hurt ya that I never thought any more of you than a reckless Vampire only out for your own interests?"

Spike's gaze hardened and he slowly rose to his feet. At his full height, he looked down at her and bit out. "You're. not. Fred."

Fred/Illyria gave an evil grin and sidled up to him, putting a bare finger to his chest and trailing it down to his abdomen. "True. But don't cha wish I were?"

Spike eye's narrowed further and he grabbed her hand. "No." Fred/Illyria looked surprised at this. He went on, keeping her hand clutched, painfully had she been a mortal, in his grasp, "I never said I loved Fred that way Blue. Fact is, I didn't. She was a friend. One of the only true friends I've ever had." Spike's glare softened and his grip loosened. "Now change back little Shiva, you're much more fetching with those dapper little blue curls."

Fred/Illyria looked bewildered for a second before she morphed back into her usual blueness. With her icy eyes back firmly in place, she said, "It matters not to me what you think of my shell's follicles. I have changed back only because reverting to the shell's mannerisms is tiresome."

Spike looked down at her hand, still in his, and then back to her pretty, alien face. "Keep telling yourself that luv." He then dropped her hand and turned back to the street they had been on.

Illyria watched him go for a moment before he yelled back over his shoulder, "Well come on Blue! I know you're not going to leave me all by my lonesome now."

Illyria tilted her head. He was certainly the most infuriating creature she had ever had the misfortune of coming across, yet…there was something. Perhaps it was his bluntness. Or maybe it was his hair. Her Qwa'ha Xahn had had white hair. Yes, that must have been it. "No. I will not leave you unattended." She caught up to him. They shared a brief look before she continued, "Perhaps I shall obtain a 'leash' for you my pet."

Spike's eye's widened, but he couldn't help but snort, "Don't bother luv. If it ever came to that, I'd get us some handcuffs."

Illyria looked at him in confusion. "But species used by humans as companions are not led by 'handcuffs'."

Spike rolled his eyes. "Don't worry about it Illyria," she gave a perplexed tilt of her head at the use of her real name from him. "I'll teach you about it someday." Spike said the last part in what he hoped had come off as joking. He wasn't even sure if he had meant it to be joking though.

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Nina awoke in the middle of a dumpster, naked. She gave a shiver of revulsion as she felt something slimy graze her calf. Ewww.

Searching in vain for something to cover herself, she reluctantly extricated herself from the garbage. If only she had her cell with her!

The morning sun was glaring down on her as she peered around the alley. What had happened last night? Wasn't she supposed to be waking up right about now in a cell below the wrecked firm?

Giving up on the idea of streaking through main street LA midmorning, Nina leaned against the wall and sunk to her seat. She would probably be here a while. It wasn't as though Angel was all eager to find her. He'd more than likely see her as a burden now.

She pulled her legs up to her body and hugged her knees, hoping that no one would see her like this.

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"Yea, and the doctor said that he'd probably wake up later today." Kennedy chirped as she stood happily as the center of attention in the lobby of the Hyperion in front of Angel, Buffy, Willow, and Faith.

Everyone breathed a sigh of relief and helped Faith up to her room. The dark Slayer still hadn't acknowledged her actions of earlier that morning in the slaying of the boy, but it was obvious the realization of her actions were catching up with her. As Buffy and Willow helped her into bed, Faith looked forlornly at the other pillow and dug her face into her own.

Buffy and Willow exchanged looks and quietly left the room.

"I've never seen Faith like this. It's…weird." Willow said as they headed downstairs.

"I know what you mean." Buffy gave a sigh and rolled her neck, trying to relieve some of the aches an all night slayer fest usually left her with. "It's a good thing Oz went and got the doctor though. I mean, you did an awesome job Will, but hospitalization just makes everyone feel a little better. You understand right?"

Willow slowly nodded. "Yea. To tell you the truth, it makes me feel a little better too." Just then, as they hit the last step of the grand staircase, Spike, Illyria and Nina stepped through the door of the lobby. Nina was gripping the worn leather of Spike's duster around her body. Her cheeks were flushed with embarrassment.

Buffy and Willow rushed over to the trio. Kennedy and Angel were nowhere in sight.

"It's a good thing we didn't decide to track all the way back over to the W&H firm then." Spike said, a little waspishly, his gaze directed at the blonde Slayer.

Willow gave an apologetic look. "I'm sorry Spike. It's my fault." Buffy gave her friend a grateful look. "I was worried about Wood."

Spike eased up. "Right then." He glanced at Illyria. "I'm knackered. Reckon you lot can take care of dog girl?" Nina gave an indignant 'Humph," at her nickname.

Buffy and Willow nodded and each took a hold of Nina as they journeyed back up the way they'd just come.

Illyria and Spike were left alone in the lobby.

"So…" Spike began.

"I thought you said you were 'knackered'?"

"I am. Doesn't mean we can't have a little fun." His unwavering smirk emerged full force.

"I am listening. What is it you propose?" Illyria wasn't sure why, but she was growing excited, and certain aspects of her shell were heating, uncomfortably so.

"If we take to the sewers, we can get to a store right about the time they open and get ourselves a play station and some games. I'll even let you choose, being the gentleman I am of course."

Illyria's excitement faded. "Where is the 'fun' in this?"

"We can sneak into Angel's room and steal his wallet."

"Ok."

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End file.
